LIMITED GUARANTEELimited Guarantee • November 20th, 2020 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances) • New York
This LIMITED GUARANTEE, dated as of November 19, 2020 (this “Limited Guarantee”), is made by Centurium Capital Partners 2018, L.P., an exempted limited partnership formed under the Laws of the Cayman Islands (the “Guarantor”), in favor of China Biologic Products Holdings, Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Guaranteed Party”). This Limited Guarantee is being delivered to the Guaranteed Party concurrently with the execution and delivery of the Merger Agreement (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER Among CHINA BIOLOGIC PRODUCTS HOLDINGS, INC., CBPO HOLDINGS LIMITED and CBPO GROUP LIMITED Dated as of November 19, 2020Merger Agreement • November 20th, 2020 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances) • New York
This AGREEMENT AND PLAN OF MERGER, dated as of November 19, 2020 (this “Agreement”), is entered into by and among China Biologic Products Holdings, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”), CBPO Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), and 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, together with the Company and Parent, the “Parties” and each, a “Party”).
AMENDED AND RESTATED CONSORTIUM AGREEMENTConsortium Agreement • November 20th, 2020 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances) • New York
This AMENDED AND RESTATED CONSORTIUM AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2020, by and among Beachhead Holdings Limited (“Beachhead”), Double Double Holdings Limited (“Double Double”), Point Forward Holdings Limited (“Point Forward,” and together with Beachhead, Double Double, and any of their respective Affiliates who becomes a party to this Agreement, collectively, “Centurium”), CITIC Capital China Partners IV, L.P., represented by its general partner CCP IV GP Ltd. (“CCCP IV”), 2019B Cayman Limited, an Affiliate of CCCP IV (“2019B Cayman” or “CITIC”), Parfield International Ltd. (“Parfield”), HH SUM-XXII Holdings Limited (“Hillhouse”), V-Sciences Investments Pte Ltd (“V-Sciences”), Mr. Joseph Chow (“Mr. Chow”), Biomedical Treasure Limited (“Biomedical Treasure”), Biomedical Future Limited (“Biomedical Future”) and Biomedical Development Limited (“Biomedical Development”), TB MGMT Holding Company Limited (“TB MGMT”), TB Executives Unity Holding Lim
Dear Sirs, Project Catherine – Commitment LetterCommitment Letter • November 20th, 2020 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances) • Hong Kong
We, 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) (each an Original Arranger and collectively, the Original Arrangers) and 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) (each an Original Underwriter and collectively the Original Underwriters, and together with the Original Arrangers, we or us) are pleased to set out in this letter the terms and conditions on which the Original Arrangers are willing to arrange the Term Facility and the Original Underwriters are willing to underwrite and fund the Underwriting Proportion of the Term Facility.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 20th, 2020 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances) • New York
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2020, by and among CBPO Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), the persons listed in the column titled “Rollover Securityholder” on Schedule A hereto (each, a “Rollover Securityholder” and collectively, the “Rollover Securityholders”), TB MGMT Holding Company Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“TB MGMT”), TB Innovation Holding Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“TB Innovation”), and TB Executives Unity Holding Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“TB Executives”). Parent, the Rollover Securityholders, TB Innovation and TB Executives shall be referred to hereinafter collectively as the “Parties” and each a “Par
