PW Medtech : Circulars -

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in PW Medtech Group Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

PW MEDTECH GROUP LIMITED

普 華 和 順 集 團 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1358)

1. 1. MAJOR TRANSACTION: DISPOSAL OF CBPO SHARES; AND
2. NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 6 to 19 of this circular. A notice convening an extraordinary general meeting of the Company to be held at Level 1, Building 1, No. 23, Panlong West Road, Mafang Industrial Park, Pinggu District, Beijing, The People's Republic of China at 10:00 a.m. on November 7, 2019 is set out on pages EGM-1 to EGM-2 of this circular.

Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the extraordinary general meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting should you so wish.

October 18, 2019

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
SHARE PURCHASE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
CONSORTIUM AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
PRIVATIZATION PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
INFORMATION ON THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
INFORMATION ON CENTURIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
INFORMATION ON CBPO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
FINANCIAL EFFECT OF THE DISPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
REASONS FOR AND BENEFITS OF THE TRANSACTIONS . . . . . . . . . . . . . . . . . .	16
LISTING RULES IMPLICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
EGM AND PROXY ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
APPENDIX I - FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . .	20
APPENDIX II - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

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DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context otherwise requires.

''Acquisition''	a proposed acquisition by the Consortium or their controlled
	affiliates of all of the outstanding CBPO Shares not already
	owned by the members of the Consortium as envisaged in the
	Consortium Agreement
''Acquisition Holdco''	a new company formed under the laws of the Cayman Islands
	by the parties to the Consortium Agreement, which is intended
	to hold 100% of CBPO
''Board''	the board of Directors
''CBPO''	China Biologic Products Holdings, Inc., a Cayman Islands
	exempted company listed on NASDAQ since 2009 (NASDAQ:
	CBPO), which changed its place of domicile from Delaware to
	the Cayman Islands on July 21, 2017
''CBPO Share(s)''	ordinary share(s) of CBPO at a par value of US$0.0001 per
	share
''Centurium''	Beachhead Holdings Limited, an exempted company
	incorporated under the laws of the Cayman Islands with
	limited liability and the principal business activity of which is
	investment holding. Centurium is ultimately controlled by Mr.
	David Hui Li, an Independent Third Party
''CITIC''	CITIC Capital China Partners IV, L.P., represented by its
	general partner CCP IV GP Ltd.. CITIC is ultimately
	controlled by CITIC Capital Holdings Limited, an Independent
	Third Party
''Company''	PW Medtech Group Limited (普華和順集團公司), an
	exempted company incorporated under the laws of the
	Cayman Islands with limited liability on May 13, 2011 and
	the principal business activity of which is investment holding
''connected person(s)''	has the meaning ascribed thereto under the Listing Rules
''Consortium''	the consortium formed under the Consortium Agreement for
	the purpose of the Privatization Proposal and the Acquisition
''Consortium Agreement''	the agreement dated September 18, 2019 and entered into
	among the Initial Consortium Members in connection with the
	Privatization Proposal and the Acquisition

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DEFINITIONS

''Covered Securities''	all of the existing and additional securities of CBPO of which
	a party to the Consortium Agreement has acquired or will
	acquire beneficial ownership
''DEHP''	Di-2-ethylhexyl phthalate, the most common member of the
	class of phthalates, which is used as plasticizers in polymer
	products to make plastic flexible
''Director(s)''	the director(s) of the Company
''Disposal''	the disposal of 1,000,000 CBPO Shares by the Company as
	contemplated under the Share Purchase Agreement
''EGM''	the extraordinary general meeting of the Company to be
	convened for the purpose of considering and, if thought fit,
	approving the Disposal
''Equity Contribution''	value of the Rollover Securities, plus any cash contribution,
	made in exchange for the shares of Acquisition Holdco by the
	parties to the Consortium Agreement
''Group''	the Company and its subsidiaries; the Group is principally
	engaged in the development, manufacturing and sale of
	advanced infusion set products
''Hillhouse''	HH Sum-XXII Holdings Limited, which is ultimately
	controlled by Hillhouse Capital Advisors, Ltd., an Independent
	Third Party
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Infusion Set Business''	the R&D, manufacturing and sale of advanced infusion set
	products
''Initial Consortium Members''	the Company, Centurium, Parfield, CITIC, Hillhouse and
	Temasek
''Independent Third Party(ies)''	a party which is not a connected person (as defined in the
	Listing Rules) of our Company
''Joint Advisors''	the joint advisors to the Consortium engaged by the Majority
	Initial Consortium Members
''Latest Practicable Date''	October 9, 2019

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DEFINITIONS

''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange (as amended from time to time)
''Majority Initial Consortium	one or more Initial Consortium Members holding (or deemed
Members''	to hold pursuant to the terms of the Consortium Agreement) at
	least a majority (more than 50%) of the Rollover Securities
	held (or deemed to be held pursuant to the terms of the
	Consortium Agreement) by all the Initial Consortium Members
	as of the date of the Consortium Agreement
''Merger Agreement''	a definitive agreement and plan of merger relating to the
	Acquisition, as may be entered into by and among the
	Consortium and/or one or more of its affiliates, on the one
	hand, and CBPO, on the other hand, in the form to be agreed
	by such parties and approved by the board of directors of
	CBPO
''NASDAQ''	The NASDAQ Stock Market LLC
''Parfield''	Parfield International Ltd., a company wholly owned by Mr.
	Marc Chan, a substantial Shareholder and a connected person
	of the Company
''Price Adjustment Mechanism''	the mechanism for adjustment of the Sale Price, details of
	which are set out in the section headed ''Share Purchase
	Agreement - Price Adjustment Mechanism'' of this circular
''Privatization Proposal''	a proposed privatization of CBPO pursuant to which the CBPO
	Shares would be delisted from NASDAQ and deregistered
	under the Securities Exchange Act of 1934, as amended from
	time to time
''PRC''	the People's Republic of China, which expression for the
	purpose of this circular, except where the context requires
	otherwise, does not include Hong Kong, the Macau Special
	Administrative Region and Taiwan
''Proposal Letter''	a preliminary non-binding proposal sent by the Initial
	Consortium Members to the board of directors of CBPO in
	connection with the Privatization Proposal and the Acquisition
''R&D''	research and development
''RMB''	Renminbi, the lawful currency of the PRC

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