Post-effective Amendment to an S-8 Filing (s-8 Pos)
21 April 2021 - 10:52PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on April 21, 2021
Registration No. 333-238124
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
China Biologic Products Holdings, Inc.
(Exact name of registrant as specified in its charter)
Cayman Islands
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75-2308816
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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18th Floor, Jialong International
Building
19 Chaoyang Park Road
Chaoyang District, Beijing
100125
People’s Republic of
China
(Address, including zip
code, of principal executive offices)
China Biologic Products Holdings,
Inc.
2019 Equity Incentive Plan
(Full
title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th
floor
New York, NY 10168
(+1) 212-947-7200
(Name,
address and telephone number, including area code, of agent for service)
Copies to:
Joseph Chow
Chief Executive Officer
China Biologic Products Holdings, Inc.
18th Floor,
Jialong International Building
19 Chaoyang
Park Road, Chaoyang District
Beijing 100125,
People’s Republic of China
(+86) 10-6598-3111
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Howard Zhang, Esq.
Davis Polk & Wardwell LLP
2201 China World Office 2
1 Jian Guo Men Wai Avenue, Chao Yang District
Beijing 100004, the People’s Republic of
China
(+86) 10-8567-5000
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer x
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Accelerated
filer ¨
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Non-accelerated filer ¨
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Smaller
reporting company ¨
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Emerging growth company ¨
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this
“Post-Effective Amendment”) relates to the registration statement on Form S-8 (File No. 333-238124) (the
“Registration Statement”), which was filed with the Securities and Exchange Commission by China Biologic Products Holdings,
Inc., a company established under the laws of the Cayman Islands (the “Company”), and became effective on May 8, 2020. Under
the Registration Statement, a total of 1,650,000 ordinary shares, par value US$0.0001 per share, of the Company, were registered for issuance
under the Company’s 2019 Equity Incentive Plan (the “Plan”). This Post-Effective Amendment is being filed for the sole
purpose of deregistering any unissued shares previously registered under the Registration Statement and issuable under the Plan.
On April 20, 2021, pursuant to the agreement and
plan of merger dated November 19, 2020 (the “Merger Agreement”) among the Company, CBPO Holdings Limited and CBPO Group Limited
(“Merger Sub”), Merger Sub was merged with and into the Company, with the Company being the surviving company resulting from
the merger (the “Merger”). Upon completion of the Merger, the Company became a privately-held company.
As a result of the Merger, the Company has terminated
all the offerings of its securities pursuant to the Registration Statement. The Company hereby removes from registration, by means of
this Post-Effective Amendment, any and all of the securities registered under the Registration Statement which remain unsold as of the
date hereof.
Signatures
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this
Post-Effective Amendment to the Registration Statement on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in Beijing, China, on April 21, 2021.
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China Biologic Products Holdings, Inc.
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By:
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/s/ Joseph Chow
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Name:
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Joseph Chow
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities
indicated as of April 21, 2021.
Signature
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Title
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Chief Executive Officer
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/s/ Joseph Chow
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(Principal Executive Officer)
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Name: Joseph Chow
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Chairman of the Board of Directors
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Chief Financial Officer
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/s/ Ming Yang
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(Principal Financial and Accounting Officer)
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Name: Ming Yang
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No other person is required to sign this Post-Effective
Amendment to the Registration Statement in reliance upon Rule 478 of the Securities Act of 1933.
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