SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 19th, 2019 • PW Medtech Group LTD • Biological products, (no disgnostic substances) • New York
This SHARE PURCHASE AGREEMENT, dated as of September 18, 2019 (this “Agreement”), by and among PW Medtech Group Limited, a Cayman Islands company (the “Seller”) and Beachhead Holdings Limited, a Cayman Islands company (the “Purchaser” together with the Seller, each a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined shall have the meanings ascribed in Section 6.1 hereof.
CONSORTIUM AGREEMENTConsortium Agreement • September 19th, 2019 • PW Medtech Group LTD • Biological products, (no disgnostic substances) • New York
This CONSORTIUM AGREEMENT (this “Agreement”) is made and entered into as of September 18, 2019, by and among Beachhead Holdings Limited (“Centurium”), PW Medtech Group Limited (普华和顺集团公司) (“PWM”), CITIC Capital China Partners IV, L.P., represented by its general partner CCP IV GP Ltd. (“CITIC”), Parfield International Ltd. (“Parfield”), HH Sum-XXII Holdings Limited (“Hillhouse”) and V-Sciences Investments Pte Ltd (“Temasek,” together with Centurium, PWM, CITIC, Parfield and Hillhouse, collectively, the “Initial Consortium Members”). The Initial Consortium Members and the Additional Parties are referred to herein each as a “Party”, and collectively, the “Parties”. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 11.1 hereof.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 28th, 2020 • PW Medtech Group LTD • Biological products, (no disgnostic substances) • New York
This SHARE PURCHASE AGREEMENT, dated as of October 26, 2020 (this “Agreement”), by and among PW Medtech Group Limited, a Cayman Islands company (the “Seller”) and Biomedical Treasure Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Purchaser,” and together with the Seller, each a “Party” and collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 6.1 hereof.
IRREVOCABLE UNDERTAKINGPW Medtech Group LTD • October 28th, 2020 • Biological products, (no disgnostic substances)
WHEREAS, on the date hereof, the Company and Biomedical Treasure Limited (“Biomedical Treasure”) entered into a share purchase agreement (the “PWM-Biomedical Treasure SPA”), pursuant to and subject to the terms and conditions of which the Company agrees to sell to Biomedical Treasure, and Biomedical Treasure agrees to purchase from the Company 3,750,000 ordinary shares of the Target (all the obligations of the Company under the PWM-Biomedical Treasure SPA the performance of which by the Company is subject to and contingent upon the approval of the shareholders of the Company in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) are collectively referred to as the “PWM Share Sale Obligations”);
ASSIGNMENT AND AMENDMENT AGREEMENTAssignment and Amendment Agreement • October 28th, 2020 • PW Medtech Group LTD • Biological products, (no disgnostic substances)
THIS ASSIGNMENT AND AMENDMENT AGREEMENT (this “Assignment”) is made and entered into as of October 26, 2020, by and among China Biologic Products Holdings, Inc., a Cayman Islands exempted company (the “Company”), PW Medtech Group Limited, a Cayman Islands exempted company (the “Assignor”) and Biomedical Treasure Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Assignee”).
LETTER AGREEMENTLetter Agreement • October 28th, 2020 • PW Medtech Group LTD • Biological products, (no disgnostic substances) • Hong Kong
This letter agreement (this “Letter Agreement”) sets forth the agreement by and among PW Medtech Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“PWM”), and 2019B Cayman Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“2019B Cayman,” and together with PWM, each a “Party” and collectively, the “Parties”) in relation to the Take Private Transaction (as defined below). It is contemplated that, (a) pursuant to that certain consortium agreement, dated as of September 18, 2019, by and among PWM and other parties thereto (as amended by amendment no. 1 thereto dated as of January 23, 2020 and by a letter agreement dated as of September 16, 2020, and as further amended, restated or modified from time to time, the “Consortium Agreement”), parties to the Consortium Agreement (including other parties that subsequently join thereto from time to time but excluding those that withdraw t
AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 28th, 2020 • PW Medtech Group LTD • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated as of October 26, 2020, is entered into by and between PW Medtech Group Limited, a Cayman Islands company (the “Seller”) and Double Double Holdings Limited, a Cayman Islands company (the “Purchaser”).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • October 28th, 2020 • PW Medtech Group LTD • Biological products, (no disgnostic substances) • New York
This SUPPLEMENTAL AGREEMENT (this “Agreement”), dated as of October 26, 2020, 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”). Each of CBPO and PWM are hereinafter referred to as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the PWM IRA (as defined below).
Deed of AdherenceDeed of Adherence • October 28th, 2020 • PW Medtech Group LTD • Biological products, (no disgnostic substances)
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 5th, 2020 • PW Medtech Group LTD • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated as of May 5, 2020, is entered into by and between PW Medtech Group Limited, a Cayman Islands company (the “Seller”) and Beachhead Holdings Limited, a Cayman Islands company (the “Purchaser”).
IRREVOCABLE UNDERTAKINGPW Medtech Group LTD • October 28th, 2020 • Biological products, (no disgnostic substances) • Hong Kong
WHEREAS, on September 18, 2019, the Company entered into a consortium agreement (as amended by amendment no. 1 thereto dated as of January 23, 2020, the “Consortium Agreement”) with Beachhead Holdings Limited, CITIC Capital China Partners IV, L.P., represented by its general partner CCP IV GP Ltd., Parfield International Ltd., HH Sum-XXII Holdings Limited and V-Sciences Investments Pte Ltd, pursuant to which the Company agrees, among other things, subject to the terms and conditions thereof, (i) to vote the ordinary shares and other equity securities of the Target held by it in favor of the approval of that certain agreement and plan of merger to be entered into by and among CBPO Holdings Limited (“Parent”), CBPO Group Limited, a wholly owned subsidiary of Parent, and the Target (as may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) and the transactions contemplated thereby (such agreement of the Company
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 28th, 2020 • PW Medtech Group LTD • Biological products, (no disgnostic substances) • New York
This SHARE PURCHASE AGREEMENT, dated as of October 26, 2020 (this “Agreement”), by and among PW Medtech Group Limited, a Cayman Islands company (the “Seller”) and Biomedical Future Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Purchaser,” and together with the Seller, each a “Party” and collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 6.1 hereof.
LETTER AGREEMENTLetter Agreement • October 28th, 2020 • PW Medtech Group LTD • Biological products, (no disgnostic substances) • Hong Kong
This letter agreement (this “Letter Agreement”) sets forth the agreement by and among PW Medtech Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“PWM”), Biomedical Future Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“BFL”) and Neptune Connection Limited, an exempted company with limited liability incorporated under the Laws of the British Virgin Islands (“Neptune,” and together with PWM and BFL, each a “Party” and collectively, the “Parties”) in relation to the Take Private Transaction (as defined below). It is contemplated that, (a) pursuant to that certain consortium agreement, dated as of September 18, 2019, by and among PWM and other parties thereto (as amended by amendment no. 1 thereto dated as of January 23, 2020 and by a letter agreement dated as of September 16, 2020, and as further amended, restated or modified from time to time, the “Consortium Agreement”),
AMENDMENT NO. 1 TO CONSORTIUM AGREEMENTConsortium Agreement • January 24th, 2020 • PW Medtech Group LTD • Biological products, (no disgnostic substances)
This AMENDMENT NO. 1 TO CONSORTIUM AGREEMENT, dated as of January 23, 2020 (this “Amendment”), is entered by and among Beachhead Holdings Limited (“Beachhead”), Double Double Holdings Limited (“Double Double”), Point Forward Holdings Limited (“Point Forward,” and together with Beachhead and Double Double, collectively, “Centurium”), PW Medtech Group Limited (普华和顺集团公司) (“PWM”), CITIC Capital China Partners IV, L.P., represented by its general partner CCP IV GP Ltd. (“CITIC”), Parfield International Ltd. (“Parfield”), HH Sum-XXII Holdings Limited (“Hillhouse”) and V-Sciences Investments Pte Ltd (“Temasek,” and together with Centurium, PWM, CITIC, Parfield and Hillhouse, collectively the “Parties” and each a “Party”).
MARGIN LOAN AGREEMENTMargin Loan Agreement • September 24th, 2018 • PW Medtech Group LTD • Biological products, (no disgnostic substances) • New York
This MARGIN LOAN AGREEMENT, dated as of September 20, 2018 (as it may be amended or modified from time to time, this “Agreement”) is entered into by and among PW Medtech Group Limited, a company organized under the laws of the Cayman Islands, as Borrower (“Borrower”), MORGAN STANLEY BANK, N.A., as Lender (“Lender”) and MORGAN STANLEY & CO. INTERNATIONAL PLC, as Calculation Agent for Lender (“Calculation Agent”).
LETTER AGREEMENTLetter Agreement • October 28th, 2020 • PW Medtech Group LTD • Biological products, (no disgnostic substances) • Hong Kong
This letter agreement (this “Letter Agreement”) sets forth the agreement by and among PW Medtech Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“PWM”), Biomedical Treasure Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“BTL”) and CPEChina Fund III, L.P., a limited partnership incorporated under the laws of the Cayman Islands (“CPE,” and together with PWM and BTL, each a “Party” and collectively, the “Parties”) in relation to the Take Private Transaction (as defined below). It is contemplated that, (a) pursuant to that certain consortium agreement, dated as of September 18, 2019, by and among PWM and other parties thereto (as amended by amendment no. 1 thereto dated as of January 23, 2020 and by a letter agreement dated as of September 16, 2020, and as further amended, restated or modified from time to time, the “Consortium Agreement”), parties to the Consortium Agreemen
Deed of AdherenceDeed of Adherence • September 17th, 2020 • PW Medtech Group LTD • Biological products, (no disgnostic substances)
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 20th, 2020 • PW Medtech Group LTD • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated as of March 17, 2020, is entered into by and between PW Medtech Group Limited, a Cayman Islands company (the “Seller”) and Beachhead Holdings Limited, a Cayman Islands company (the “Purchaser”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 10th, 2018 • PW Medtech Group LTD • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to ordinary shares, par value $0.0001 per share of China Biologic Products Holdings, Inc., a Cayman Islands company; and (ii) that this agreement be included as Exhibit 1 to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
