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.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 19th, 2020 • Centurium Capital Partners 2018, L.P. • 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.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 19th, 2020 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances) • New York
This SHARE PURCHASE AGREEMENT, dated as of January 23, 2020 (this “Agreement”), by and between Double Double Holdings Limited, a Cayman Islands company (the “Seller”) and V-Sciences Investments Pte Ltd, a private limited company incorporated under the laws of the Republic of Singapore (the “Purchaser”). The Seller and the Purchaser shall be referred to hereinafter collectively as the “Parties” and each a “Party.” Capitalized terms not otherwise defined shall have the meanings ascribed in Section 6.1 hereof.
CONSORTIUM AGREEMENTConsortium Agreement • February 14th, 2020 • Centurium Capital Partners 2018, L.P. • 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.
ContractCenturium Capital Partners 2018, L.P. • November 25th, 2020 • Biological products, (no disgnostic substances)
Specific parts of this Exhibit have been redacted because confidential treatment for those parts has been requested. The redacted materials have been separately provided to the Securities and Exchange Commission, and the redacted parts have been marked at the appropriate places with three asterisks [***]
AMENDMENT NO. 1 TO CONSORTIUM AGREEMENTConsortium Agreement • February 14th, 2020 • Centurium Capital Partners 2018, L.P.
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”).
INVESTMENT AGREEMENT by and among LUCKIN COFFEE INC. (IN PROVISIONAL LIQUIDATION) CANNONBALL LIMITED and Joy Capital II, L.P. Dated as of April 15, 2021Investment Agreement • December 9th, 2021 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances) • New York
This INVESTMENT AGREEMENT, dated as of April 15, 2021 (this “Agreement”), by and among (i) Luckin Coffee Inc. (in Provisional Liquidation), a Cayman Islands exempted company with company number 324324 (the “Company”), (ii) Cannonball Limited, a Cayman Islands exempted company with company number 355807 and an entity controlled by Affiliate(s) of Centurium Capital Management Ltd. (together with its successors and any Permitted Transferee that becomes a party hereto pursuant to Section 9.03, the “Lead Investor”) and (iii) Joy Capital II, L.P., a Cayman Islands exempted limited partnership (“Joy Capital”, together with the Lead Investor, collectively, the “Investors” and each, an “Investor”).
AGREEMENT AND PLAN OF MERGER Among CHINA BIOLOGIC PRODUCTS HOLDINGS, INC., CBPO HOLDINGS LIMITED and CBPO GROUP LIMITED Dated as of November 19, 2020Agreement and Plan of Merger • 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”).
Joint Filing AgreementJoint Filing Agreement • April 10th, 2020 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value $0.0001 per share of China Biologic Products Holdings, Inc., a Cayman Islands company, and (ii) that this Agreement may 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. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 28th, 2020 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances) • New York
This SHARE PURCHASE AGREEMENT, dated as of October 26, 2020 (this “Agreement”), by and between Double Double Holdings Limited, a Cayman Islands company (the “Seller”) and Biomedical Development Limited, a Cayman Islands company (the “Purchaser”). The Seller and the Purchaser shall be referred to hereinafter collectively as the “Parties” and each a “Party.” Capitalized terms not otherwise defined shall have the meanings ascribed in Section 6.1 hereof.
AMENDED AND RESTATED CONSORTIUM AGREEMENTAmended and Restated Consortium 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
Deed of AdherenceAdherence • October 28th, 2020 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances)
Joint Filing AgreementJoint Filing Agreement • March 12th, 2019 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value $0.0001 per share of China Biologic Products Holdings, Inc., a Cayman Islands company, and (ii) that this Agreement may 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. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and
Joint Filing AgreementJoint Filing Agreement • December 9th, 2021 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Ordinary Shares, par value $0.000002 per share (the “Class A Ordinary Shares”) of Luckin Coffee Inc., a Cayman Islands exempted company (the “Issuer”) whose principal executive offices is located at 28th Floor, Building T3, Haixi Jingu Plaza 1-3 Taibei Road Siming District, Xiamen City, Fujian People’s Republic of China, 361008, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 9th, 2021 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances) • Hong Kong
Deed of AdherenceAdherence • September 17th, 2020 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances)
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 18th, 2019 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances) • New York
This SHARE PURCHASE AGREEMENT, dated as of November 15, 2019 (this “Agreement”), by and among the persons listed on Schedule A hereto (each, a “Seller” and collectively, the “Sellers”), Beachhead Holdings Limited, a Cayman Islands company (“Beachhead”) and Double Double Holdings Limited, a Cayman Islands company (together with Beachhead, collectively, the “Purchasers” and each, a “Purchaser”). The Sellers and the Purchasers shall be referred to hereinafter collectively as the “Parties” and each a “Party.” Capitalized terms not otherwise defined shall have the meanings ascribed in Section 6.1 hereof.
Joint Filing AgreementJoint Filing Agreement • February 13th, 2020 • Centurium Capital Partners 2018, L.P. • Retail-eating & drinking places
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Ordinary Shares, par value US$0.000002 per share, of Luckin Coffee Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Joint Filing AgreementJoint Filing Agreement • September 14th, 2018 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0001 per share of China Biologic Products Holdings, Inc., a Cayman Islands company, and (ii) that this Agreement may 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. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one an
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 20th, 2020 • Centurium Capital Partners 2018, L.P. • 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 among Parfield International Ltd., a British Virgin Islands company (“Parfield”), and Amplewood Resources Ltd., a British Virgin Islands company (“Amplewood,” together with Parfield, collectively, the “Seller”), and Beachhead Holdings Limited, a Cayman Islands company (the “Purchaser”).
Dear Sirs, Project Catherine – Commitment LetterCenturium Capital Partners 2018, L.P. • November 20th, 2020 • 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.
Joint Filing AgreementJoint Filing Agreement • November 19th, 2018 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0001 per share of China Biologic Products Holdings, Inc., a Cayman Islands company, and (ii) that this Agreement may 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. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one an
Joint Filing AgreementJoint Filing Agreement • January 8th, 2019 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value $0.0001 per share of China Biologic Products Holdings, Inc., a Cayman Islands company, and (ii) that this Agreement may 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. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and
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
Joint Filing AgreementJoint Filing Agreement • November 18th, 2019 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value $0.0001 per share of China Biologic Products Holdings, Inc., a Cayman Islands company, and (ii) that this Agreement may 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. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and
c/o Walkers Corporate Limited Cayman Corporate Centre, Grand Cayman KY1-9008, Cayman IslandsLetter Agreement • November 10th, 2020 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances)
This letter agreement (this “Agreement”) is being entered into by CC (2019B) GP Ltd, an exempted company incorporated with limited liability in the Cayman Islands (the “General Partner”) and Lachesis Biologics Limited (the “Investor”) in connection with the proposed investment by the Investor as a Class A Limited Partner in CC China (2019B) L.P., an exempted limited partnership formed under the laws of the Cayman Islands (the “Partnership”).
Joint Filing AgreementJoint Filing Agreement • December 18th, 2018 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value $0.0001 per share of China Biologic Products Holdings, Inc., a Cayman Islands company, and (ii) that this Agreement may 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. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 28th, 2020 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated as of October 26, 2020, is entered into by and among Parfield International Ltd., a British Virgin Islands company (“Parfield”), Amplewood Resources Ltd., a British Virgin Islands company (“Amplewood,” together with Parfield, collectively, the “Seller”) and Point Forward Holdings Limited, a Cayman Islands company (the “Purchaser”).
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 20th, 2020 • Centurium Capital Partners 2018, L.P. • 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”).
AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 28th, 2020 • Centurium Capital Partners 2018, L.P. • 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 Point Forward Holdings Limited, a Cayman Islands company (the “Purchaser”).
Joint Filing AgreementJoint Filing Agreement • January 24th, 2020 • Centurium Capital Partners 2018, L.P. • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value $0.0001 per share of China Biologic Products Holdings, Inc., a Cayman Islands company, and (ii) that this Agreement may 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. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 7th, 2020 • Centurium Capital Partners 2018, L.P. • 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”).
