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 February 2019

 

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.

 

 

 

 

 

On February 20, 2019, China Biologic Products Holdings, Inc. (the “Company”) entered into an Amendment No. 1 (the “Amendment”) to the Amended and Restated Preferred Shares Rights Agreement, dated as of July 31, 2017, between the Company and Securities Transfer Corporation, as rights agent, to extend the expiration date of the rights contained therein from February 22, 2019 to February 22, 2021.

 

The foregoing summary of the Amendment is qualified in its entirety by reference to (i) the Amended and Restated Preferred Shares Rights Agreement, dated as of July 31, 2017, which was filed as Exhibit 4.1 to the Form 8-A filed by the Company with the SEC on August 3, 2017, and (ii) the Amendment, which is attached as Exhibit 99.1 to this Form 6-K and is incorporated herein by reference.

 

 

 

 

 

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: February 20, 2019   By: /s/ Joseph Chow
        Name: Joseph Chow
        Title: Chairman of the Board of Directors

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number

Description

99.1 Amendment No. 1 to Amended and Restated Preferred Shares Rights Agreement, dated as of February 20, 2019, by and between China Biologic Products Holdings, Inc. and Securities Transfer Corporation

 

 

 

Exhibit 99.1

 

AMENDMENT NO. 1 TO AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT

 

AMENDMENT NO. 1 (this “ Amendment ”), dated as of February 20, 2019, to the Amended and Restated Preferred Shares Rights Agreement (the “ Rights Agreement ”), dated as of July 31, 2017, by and between China Biologic Products Holdings, Inc., a Cayman Islands company (the “ Company ”), and Securities Transfer Corporation, a Texas corporation, as the rights agent (the “ Rights Agent ”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Rights Agreement.

 

WHEREAS, the Company desires to amend the Rights Agreement to extend the Final Expiration Date;

 

WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to a Distribution Date, the Company may in its sole discretion supplement or amend the Rights Agreement in any respect without the approval of any holders of Rights Certificates, Preferred Shares or Ordinary Shares, and the Rights Agent must, if the Company so directs, execute such supplement or amendment;

 

WHEREAS, no Distribution Date has occurred; and

 

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company has delivered to the Rights Agent a certificate signed by an appropriate officer of the Company, certifying that the proposed amendment complies with the terms of the Rights Agreement.

 

NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties agree as follows:

 

1.             Amendment of the Rights Agreement . The definition of “Final Expiration Date” in Section 1 of the Rights Agreement is hereby amended and restated in its entirety as follows:

 

““ Final Expiration Date ” means February 22, 2021.”

 

2.             Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts will for all purposes be deemed to be an original, and all such counterparts will together constitute one and the same instrument, it being understood that all parties need not sign the same counterpart. A signature to this Amendment transmitted electronically (including by fax and .pdf) will have the same authority, effect and enforceability as an original signature. No party hereto may raise the use of such electronic transmission to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through such electronic transmission, as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

 

3.             Effectiveness . This Amendment shall be deemed effective as of the date first written above. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, constitute a waiver or amendment of any provision of the Rights Agreement.

 

[ Signature Page Follows ]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

 

  CHINA BIOLOGIC PRODUCTS HOLDINGS, INC.
   
   
  By: /s/ Ming Yang
    Name: Ming Yang
    Title: Chief Financial Officer
   
   
  SECURITIES TRANSFER CORPORATION
   
     
  By: /s/ Matthew Smith
    Name: Matthew Smith
    Title: Chief Operating Officer