SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)^*

China Biologic Products Holdings, Inc.
(Name of Issuer)

Ordinary Shares, Par Value $0.0001
(Title of Class of Securities)

G21515104
(CUSIP Number)

Parfield International Ltd.

Unit No. 21E, 21st Floor, United Centre

95 Queensway, Admiralty K3, Hong Kong

+852.2122.8902

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

September 16, 2020

(Date of Event which Requires Filing of this Statement)

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

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

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

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

SCHEDULE 13D

CUSIP No. G21515104

1.		Names of Reporting Persons. Parfield International Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions). (a) ☒ (b) ◻
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0 Ordinary Shares
	8.	Shared Voting Power 2,437,696 Ordinary Shares
	9.	Sole Dispositive Power 0 Ordinary Shares
	10.	Shared Dispositive Power 2,437,696 Ordinary Shares
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,437,696 Ordinary Shares (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.		Percent of Class Represented by Amount in Row (11) 6.32%(2)
14.		Type of Reporting Person (See Instructions) CO

(1)	The 2,437,696 Ordinary Shares held by Parfield International Ltd. are subject to a pledge agreement executed in favor of an unrelated third party to secure certain indebtedness of Parfield International Ltd.
(2)	Percentage calculated based on 38,583,877 Ordinary Shares issued and outstanding as of June 30, 2020 as reported by the Issuer’s Form 6-K filed on August 17, 2020.

CUSIP No. G21515104

1.		Names of Reporting Persons. Amplewood Resources Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions). (a) ☒ (b) ◻
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0 Ordinary Shares
	8.	Shared Voting Power 0 Ordinary Shares
	9.	Sole Dispositive Power 0 Ordinary Shares
	10.	Shared Dispositive Power 0 Ordinary Shares
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 0 Ordinary Shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.		Percent of Class Represented by Amount in Row (11) 0
14.		Type of Reporting Person (See Instructions) CO

CUSIP No. G21515104

1.		Names of Reporting Persons. Marc Chan
2.		Check the Appropriate Box if a Member of a Group (See Instructions). (a) ☒  (b) ◻
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0 Ordinary Shares
	8.	Shared Voting Power 2,437,696 Ordinary Shares
	9.	Sole Dispositive Power 0 Ordinary Shares
	10.	Shared Dispositive Power 2,437,696 Ordinary Shares
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,437,696 Ordinary Shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.		Percent of Class Represented by Amount in Row (11) 6.32%(1)
14.		Type of Reporting Person (See Instructions) IN

(1) Percentage calculated based on 38,583,877 Ordinary Shares issued and outstanding as of June 30, 2020 as reported by the Issuer’s Form 6-K filed on August 17, 2020.

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”).  This Amendment No. 4 amends Amendment Number 3 to Schedule 13D of the Reporting Persons dated April 14, 2020 to update certain information relating to the Reporting Persons as specifically set forth herein.

Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No. 4 amends and supplements the Schedule 13D filed on September 27, 2019, as amended by Amendment No. 1 filed on November 6, 2019, and Amendment No. 2 filed on March 20, 2020, as amended by Amendment No. 3 filed April 14, 2020 (the “Schedule 13D”), with respect to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of China Biologic Products Holdings, Inc., a company organized under the laws of the Cayman Islands (the “Issuer”).

Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D.

Item 4.  Purpose of Transaction

Item 4 is hereby amended and supplemented to add the following to the end of Item 4:

On September 16, 2020, Mr. Joseph Chow (“Mr. Chow”), chairman and chief executive officer of the Company, executed a deed of adherence to the Consortium Agreement (“Chairman Adherence Deed”), pursuant to which Mr. Chow joined the Buyer Consortium as an Initial Consortium Member.

On September 16, 2020, the Initial Consortium Members (which, for the avoidance of doubt, includes Mr. Chow) entered into an exclusivity extension letter (the “Exclusivity Extension Letter”), pursuant to which such Initial Consortium Members agreed to extend the Exclusivity Period as defined in Section 4.1 of the Consortium Agreement to December 17, 2020.

In connection with the entry into the Chairman Adherence Deed and the Exclusivity Extension Letter, the Board has granted to the Initial Consortium Members and other applicable parties a waiver from complying with certain restrictions as agreed under (i) that certain investor rights agreement entered into by and between PWM and the Issuer, and (ii) that certain confidentiality agreements, dated as of October 20, 2019, entered into by each of Beachhead, PWM, Parfield, CITIC Capital, Hillhouse and Temasek, respectively, and the Issuer. The Board has also determined, among other things, that such Initial Consortium Members and their respective affiliates will not be deemed to be an “Acquiring Person” under the Issuer’s currently effective preferred shares rights agreement, nor shall any provision under such preferred shares rights agreement be otherwise triggered for the entry into, or the performance of any obligations under, the Chairman Adherence Deed and the Exclusivity Extension Letter.

Reference to the Chairman Adherence Deed and the Exclusivity Extension Letter in this Amendment No. 4 are qualified in their entirety by reference to the Chairman Adherence Deed and the Exclusivity Extension Letter, copies of which are attached hereto as Exhibits 1 and 2 incorporated herein by reference in their entirety.

Item 5. Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 38,583,877 Ordinary Shares issued and outstanding as of June 30, 2020 as reported by the Issuer’s Form 6-K filed on August 17, 2020.

A.	Parfield
	(a)	Parfield directly beneficially owns 2,437,696 Shares.
		Percentage: Approximately 6.32%

	(b)	1. Sole power to vote or direct vote: 0
		2. Shared power to vote or direct vote: 2,437,696
		3. Sole power to dispose or direct the disposition: 0
		4. Shared power to dispose or direct the disposition: 2,437,696
	(c)	Parfield has not entered into any transactions in the Shares during the past sixty days.
B.	Amplewood
	(a)	As of the closing of the Parfield SPA, Amplewood directly beneficially owned 0 Shares.
		Percentage: 0%
	(b)	1. Sole power to vote or direct vote: 0
		2. Shared power to vote or direct vote: 0
		3. Sole power to dispose or direct the disposition: 0
		4. Shared power to dispose or direct the disposition: 0
	(c)	Amplewood has not entered into any transactions in the Shares during the past sixty days.
C.	Mr. Chan
	(a)	As the director and sole-owner of each of Parfield and Amplewood, Mr. Chan may be deemed the beneficial owner of the (i) 2,437,696 Shares owned by Parfield and (ii) 0 Shares owned by Amplewood.
		Percentage: Approximately 6.32%
	(b)	1. Sole power to vote or direct vote: 0
		2. Shared power to vote or direct vote: 2,437,696
		3. Sole power to dispose or direct the disposition: 0
		4. Shared power to dispose or direct the disposition: 2,437,696
	(c)	Mr. Chan has not entered into any transactions in the Shares during the past sixty days.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the Ordinary Shares beneficially owned by Beachhead, PWM, CITIC Capital, Hillhouse and Temasek and their respective affiliates for purposes o f Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

Item 6.	Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.
	Item 6 is hereby amended to add the following:

The descriptions of the principal terms of the Chairman Adherence Deed and the Exclusivity Extension Letter  under Item 4 are incorporated herein by reference in their entirety.

Item 7. Materials to be Filed as Exhibits.
Exhibit 99.1	Joint Filing Agreement by and among Parfield International Ltd., Amplewood Resources Ltd. and Marc Chan, dated November 6, 2019, incorporated by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D filed November 6, 2019.
Exhibit 99.2	Chairman Adherence Deed dated September 16, 2020.
Exhibit 99.3	Exclusivity Extension Letter dated September 16, 2020.

SIGNATURES

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

Date:  September 17, 2020

PARFIELD INTERNATIONAL LTD.
By:	/s/ Marc Chan
	Name:	Marc Chan
	Title:	Director

AMPLEWOOD RESOURCES LTD.
By:	/s/ Marc Chan
	Name:	Marc Chan
	Title:	Director

/s/ Marc Chan

MARC CHAN

EX-99.2

Exhibit 99.2

PRIVILEGED and CONFIDENTIAL

Execution Version

Deed of Adherence

This Deed of Adherence (this “Deed”) is entered into on September 16, 2020

BY: Mr. Joseph Chow (“Mr. Chow”), a citizen of the United States of America

RECITALS:

(A)On September 18, 2019, that certain consortium agreement (as amended by amendment no. 1 thereto (the “Amendment No. 1”) dated as of January 23, 2020, the “Consortium Agreement”) was entered into by and among the parties listed on Annex A to this Deed (as supplemented by the Amendment No. 1, the “Existing Parties”), pursuant to which the Existing Parties proposed to, among other things, undertake the Transaction (as defined in the Consortium Agreement).

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

(C)Mr. Chow now wishes to participate in the Transaction contemplated under the Consortium Agreement as a member of the Buyer Consortium by executing this Deed, and to be bound by the terms of the Consortium Agreement as an Initial Consortium Member thereto.

THIS DEED WITNESSES as follows:

1. Defined Terms And Construction

(a) Capitalized terms used but not defined herein shall have the meaning set forth in the Consortium Agreement.

(b) This Deed shall be incorporated into the Consortium Agreement as if expressly incorporated into the Consortium Agreement.

2. Undertakings

(a) Assumption of obligations

 Mr. Chow undertakes to each other Party to the Consortium Agreement that he will, with effect from the date hereof, 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 and the Existing Parties agree that where there is a reference to a “Initial Consortium Member” it shall be deemed to include a reference to Mr. Chow and with effect from the date hereof, all the rights of an Initial Consortium Member provided under the Consortium Agreement will be accorded to Mr. Chow as if he had been an Initial Consortium Member under the Consortium Agreement at the date of execution thereof. The number of Rollover Securities of Mr. Chow and/or the amount of Cash Contribution proposed to be made by Mr. Chow and the Contemplated Ownership Percentage of Mr. Chow are set forth in Schedule A hereto.

3. Representations And Warranties

(a) Mr. Chow represents and warrants to each of the other Parties as follows:

(1) Due Authorization

He has full power and authority to execute and deliver this Deed, and to perform his obligations hereunder.

(2) Legal, Valid and Binding Obligation

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

(3) Ownership

As of the date of this Deed, (i) Mr. Chow is the sole Beneficial Owner of and has good and valid title to the Company Securities set forth opposite its name in Schedule B hereto, free and clear of any Liens, other than any Liens pursuant to this Deed, or arising under the memorandum or articles of association of the Company and transfer restrictions imposed by generally applicable securities Laws. As of the date of this Deed, subject to the last sentence of this Section 3(a)(4), Mr. Chow’s Company Securities listed in Schedule B hereto constitute all of the Ordinary Shares, Company Options and Company Restricted Share (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated on Schedule B hereto, Mr. Chow is and will be the sole record holder and Beneficial Owner of the Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Deed and the Consortium Agreement with respect to the Covered Securities. Mr. Chow has not taken any action described in Section 4.7 of the Consortium Agreement.

(4) Reliance

Mr. Chow acknowledges that the Existing Parties have consented to the admission of him to the Buyer Consortium on the basis of and in reliance upon (among other things) the representations and warranties in Sections 3(a)(1) to 3(a)(3) above, and the Existing Parties’ consent was induced by such representations and warranties.

4. Miscellaneous

Article VIII (Notices), Section 7.2 (Confidentiality) and Section 10.8 (Governing Law and Venue) of the Consortium Agreement shall apply mutatis mutandis to this Deed.

[Signature page follows.]

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

EXECUTED AS A DEED BY	)
JOSEPH CHOW	)
	)
	)
	)
/s/ Joseph Chow	)

in the presence of

Signature: /s/ Yuan Liu

Name:	Yuan Liu
Occupation:	Secretary of CBPO CEO
Address:	18F, Jialong International Tower, No. 19 Chaoyang Park Road, Chaoyang District, Beijing, 100125, China

Notice details:

Address: 18F, Jialong International Tower, No. 19 Chaoyang Park Road,

Chaoyang District, Beijing, 100125, China

Attention: Joseph Chow

Annex A

Existing Parties

Beachhead Holdings Limited

Double Double Holdings Limited

Point Forward Holdings Limited

PW Medtech Group Limited (普华和顺集团公司)

Parfield International Ltd.

CITIC Capital China Partners IV, L.P.

HH Sum-XXII Holdings Limited

V-Sciences Investments Pte. Ltd

Schedule A
Contributions to Holdco and Contemplated Ownership Percentage

Schedule B
Beneficial Ownership of Company Securities

EX-99.3

Exhibit 99.3

STRICTLY CONFIDENTIAL

Execution Version

To: Parties listed on the signature pages hereto

September 16, 2020

Re: Exclusivity Period

References are made in this letter (this “Letter”) to (i) the preliminary non-binding proposal, dated as of September 18, 2019, to acquire for cash all of the ordinary shares of China Biologic Products Holdings, Inc. (the “Company”) not currently owned by a consortium (the “Buyer Consortium”) consisting of, among others, Beachhead Holdings Limited (“Beachhead”), PW Medtech Group Limited (“PWM”), CITIC Capital China Partners IV, L.P., represented by its general partner CCP IV GP Ltd. (“CITIC Capital”), Parfield International Ltd. (“Parfield”), HH SUM-XXII Holdings Limited (“HH Sum”) and V-Sciences Investments Pte Ltd (“V-Sciences”) (the transactions contemplated by such proposal, the “Proposed Transaction”); (ii) that certain consortium agreement, dated as of September 18, 2019, by and among Beachhead, PWM, CITIC Capital, Parfield, HH Sum and V-Sciences (as amended by amendment no. 1 thereto dated as of January 23, 2020 and as further amended, restated or modified from time to time, the “Consortium Agreement”); and (iii) that certain deed of adherence to the Consortium Agreement, dated on or about the date hereof, by Mr. Joseph Chow (“Mr. Chow”), chairman and chief executive officer of the Company, pursuant to which Mr. Chow will join the Buyer Consortium. Capitalized terms used but not defined in this Letter have the meanings given to them in the Consortium Agreement.

In consideration of the on-going discussions among, and efforts by, the members of the Buyer Consortium in connection with the Proposed Transaction, each party to this Letter hereby agrees that:

(A) with respect to such party, the Exclusivity Period as defined in Section 4.1 of the Consortium Agreement shall be extended to December 17, 2020;

(B) the provisions under Article IV (other than Section 4.9 and Section 4.10) of the Consortium Agreement are hereby incorporated by reference in their entirety into this Letter and shall apply to the parties to this Letter, in each case mutatis mutandis; provided that (i) references to the “Exclusivity Period” under such provisions shall have the meaning described under clause (A) above, (ii) references to the “Parties” under such provisions shall refer to the parties to this Letter and (iii) references to “this Agreement” under such provisions shall refer to the Consortium Agreement as modified by this Letter; and

(C) for the avoidance of doubt, except as expressly stated herein with respect to the parties hereto, the provisions of the Consortium Agreement are and shall remain in full force and effect pursuant to the terms thereof.

The provisions of Article VII (Announcements and Confidentiality), Article VIII (Notices) and Article X (Miscellaneous) of the Consortium Agreement shall apply mutatis mutandis to this Letter.

[Signature Page to Follow]

Sincerely,
Beachhead Holdings Limited
By:	/s/ Hui Li
Name: Hui Li
Title: Director
Double Double Holdings Limited
By:	/s/ Hui Li
Name: Hui Li
Title: Director
Point Forward Holdings Limited
By:	/s/ Hui Li
Name: Hui Li
Title: Director
Notice details:
Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong
Attention: Andrew Chan
with a copy to (which shall not constitute notice):
Kirkland & Ellis
26th Floor, Gloucester Tower, The Landmark
15 Queen’s Road Central, Hong Kong
Attention: Gary Li; Xiaoxi Lin

[Signature Page to Exclusivity Extension Letter]

Acknowledged and agreed by:

Joseph Chow

/s/ Joseph Chow

Notice details:

Address: 18F, Jialong International Tower, No. 19 Chaoyang Park Road,
Chaoyang District, Beijing, 100125, China

Attention: Joseph Chow

[Signature Page to Exclusivity Extension Letter]

Acknowledged and agreed by:

PW Medtech Group Limited (普华和顺集团公司)

By: /s/ Yue’e Zhang

Name: Yue’e Zhang

Title: Director

Notice details:

PW Medtech Group Limited

Building 1, No. 23 Panlong West Road

Pinggu District, Beijing

PRC 101204

Attention: George Chen

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

Wilson Sonsini Goodrich & Rosati

Suite 1509, 15/F, Jardine House

1 Connaught Place, Central

Hong Kong

Attention: Weiheng Chen

[Signature Page to Exclusivity Extension Letter]

Acknowledged and agreed by:

CITIC Capital China Partners IV, L.P.,

represented by its general partner CCP IV GP Ltd.

By: /s/ Rikizo Matsukawa

Name: Rikizo Matsukawa

Title: Director

Notice details:

c/o CITIC Capital Partners Management Limited

28/F, CITIC Tower

1 Tim Mei Avenue

Central, Hong Kong

Attention: Vicki Hui/Karen Chiu

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

Latham & Watkins LLP

18th Floor, One Exchange Square

8 Connaught Place, Central

Hong Kong

Attention: Frank Sun

[Signature Page to Exclusivity Extension Letter]

Acknowledged and agreed by:

Parfield International Ltd.

By: /s/ Marc Chan

Name: Marc Chan

Title: Director

Notice details:

Unit No. 21E, 21st Floor, United Centre

95 Queensway, Admiralty Hong Kong

Attention: Marc Chan

Facsimile: (852)2571-8400

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

K&L Gates LLP

925 Fourth Avenue, Suite 2900

Seattle, WA 98104-1158

United States of America

Attention: Christopher H. Cunningham

Facsimile: (206)370-6040

and

K&L Gates

44/F., Edinburgh Tower

The Landmark

15 Queen’s Road Central, Hong Kong

Attention: Michael Chan

Facsimile: (852)25119515

[Signature Page to Exclusivity Extension Letter]

Acknowledged and agreed by:

HH SUM-XXII Holdings Limited

By: /s/ Colm O’Connell

Name: Colm O’Connell

Title: Authorized Signatory

Notice details:

Attention: Wei CAO

Address: Suite 2202, 22^nd Floor, Two International Finance Centre

8 Finance Street, Central, Hong Kong

Email: wcao@hillhousecap.com

With a copy to Adam Hornung

Email: Legal@hillhousecap.com

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

Weil, Gotshal & Manges

29/F, Alexandra House

18 Chater Road, Central, Hong Kong

Attention: Tim Gardner; Chris Welty

[Signature Page to Exclusivity Extension Letter]

Acknowledged and agreed by:

V-Sciences Investments Pte Ltd

By: /s/ Khoo Shih

Name: Khoo Shih

Title: Authorised Signatory

Notice details:

Address: 60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
Singapore 238891

Attention: Khoo Shih
khooshih@temasek.com.sg
+65 6828 6943

with a copy to:

Cleary Gottlieb Steen & Hamilton LLP

45th Floor, Fortune Financial Center

5 bong San Huan Zhong Lu

Chaoyang District, Beijing, China

Attention: Denise Shiu

Email: DShiu@cgsh.com

Tel: + 86 10 5920 1080

[Signature Page to Exclusivity Extension Letter]