UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
GLOBAL CORD BLOOD CORPORATION
(Name of Issuer)
Ordinary Shares, $0.0001 par value
(Title of Class of Securities)
G21107100
(CUSIP Number)
Cheng Zeng No. 68 Software Avenue, Yuhuatai District Nanjing, China +86-25-83274734 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 23, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | G21107100 |
| 1. | NAME OF REPORTING PERSON: Blue Ocean Structure Investment Co Ltd | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 3. | SEC USE ONLY
| ||
| 4. | SOURCE OF FUNDS AF | ||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | |
| 8. | SHARED VOTING POWER 79,528,662 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 79,528,662 | ||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,528,662 | ||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.4%(1)
| ||
| 14. | TYPE OF REPORTING PERSON CO | ||
(1) Based on 121,551,075 shares outstanding as of December 31, 2021 pursuant to the Issuer’s Form 6-K filed with the SEC on February 28, 2022.
| CUSIP No. | G21107100 |
| 1. | NAME OF REPORTING PERSON: Nanjing Ying Peng Hui Kang Medical Industry Investment Partnership (Limited Partnership) | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 3. | SEC USE ONLY
| ||
| 4. | SOURCE OF FUNDS OO | ||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | |
| 8. | SHARED VOTING POWER 79,528,662 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 79,528,662 | ||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,528,662 | ||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.4%(2)
| ||
| 14. | TYPE OF REPORTING PERSON PN | ||
(2) Based on 121,551,075 shares outstanding as of December 31, 2021 pursuant to the Issuer’s Form 6-K filed with the SEC on February 28, 2022.
| CUSIP No. | G21107100 |
| 1. | NAME OF REPORTING PERSON: Nanjing Ying Peng Asset Management Co., Ltd. | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 3. | SEC USE ONLY
| ||
| 4. | SOURCE OF FUNDS AF | ||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | |
| 8. | SHARED VOTING POWER 79,528,662 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 79,528,662 | ||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,528,662 | ||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.4%(3)
| ||
| 14. | TYPE OF REPORTING PERSON CO | ||
(3) Based on 121,551,075 shares outstanding as of December 31, 2021 pursuant to the Issuer’s Form 6-K filed with the SEC on February 28, 2022.
| CUSIP No. | G21107100 |
| 1. | NAME OF REPORTING PERSON: Yafei Yuan | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 3. | SEC USE ONLY
| ||
| 4. | SOURCE OF FUNDS OO | ||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | |
| 8. | SHARED VOTING POWER 79,528,662 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 79,528,662 | ||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,528,662 | ||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.4%(4)
| ||
| 14. | TYPE OF REPORTING PERSON IN | ||
(4) Based on 121,551,075 shares outstanding as of December 31, 2021 pursuant to the Issuer’s Form6-K filed with the SEC on February 28, 2022.
| CUSIP No. | G21107100 |
| 1. | NAME OF REPORTING PERSON: Dendreon Pharmaceuticals LLC | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 3. | SEC USE ONLY
| ||
| 4. | SOURCE OF FUNDS OO | ||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | |
| 8. | SHARED VOTING POWER 0 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 0 | ||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0
| ||
| 14. | TYPE OF REPORTING PERSON OO | ||
| CUSIP No. | G21107100 |
| 1. | NAME OF REPORTING PERSON: Nanjing Xinjiekou Department Store Co., Ltd. | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 3. | SEC USE ONLY
| ||
| 4. | SOURCE OF FUNDS OO | ||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | |
| 8. | SHARED VOTING POWER 0 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 0 | ||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0
| ||
| 14. | TYPE OF REPORTING PERSON CO | ||
| CUSIP No. | G21107100 |
| 1. | NAME OF REPORTING PERSON: Sanpower Group Co., Ltd. | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 3. | SEC USE ONLY
| ||
| 4. | SOURCE OF FUNDS OO | ||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | |
| 8. | SHARED VOTING POWER 79,528,662 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 79,528,662 | ||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,528,662 | ||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.4%* | ||
| 14. | TYPE OF REPORTING PERSON CO | ||
(*) Based on 121,551,075 shares outstanding as of December 31, 2021 pursuant to the Issuer’s Form 6-K filed with the SEC on February 28, 2022.
INTRODUCTORY NOTE
This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) related to the Schedule 13D filed on February 8, 2018, as amended prior to this Amendment No. 4 (as so amended, the “Schedule 13D”) with respect to the ordinary shares, par value $0.0001 per share (the “Shares”), of Global Cord Blood Corporation, an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”). Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Except as otherwise specified in this Amendment No. 4, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 4 and not otherwise defined herein have the meaning ascribed to such terms in the Schedule 13D.
| ITEM 4. | PURPOSE OF TRANSACTION |
The following paragraph is added as the penultimate paragraph of Item 4 of the Schedule 13D:
On May 23, 2022, Golden Meditech Stem Cells (BVI) Company Limited (“GM Stem Cells”), Magnum Opus International Holdings Limited (“Magnum Opus”) and Yuen Kam (“Mr. Kam”, together with GM Stem Cells and Magnum Opus, the “GM Parties”) filed a Schedule 13D with the U.S. Securities and Exchange Commission making a number of claims including that GM Stem Cells has a right to shares owned by the Investor. These claims are false. In response to the false statements made by Mr. Kam, the Investor published a press release that highlighted the following. First, Mr. Kam controls Cellenkos through GM Stem Cells. The Investor disclosed evidence in the ongoing legal proceedings in the Cayman Islands that Mr. Kam is in a relationship, and has children with, the current chairwoman of the Issuer (Ting Zheng). As a result, the Issuer is unable to continue to assert that the acquisition of Cellenkos is an arms’ length commercial transaction in the best interests of the Issuer rather than for the benefit of Mr. Kam and Ms. Zheng. It is clear that Mr. Kam has significant incentives to push the Cellenkos transaction through to the detriment of the Issuer’s shareholders. Second, the alleged share charge agreement in the GM Parties’ Schedule 13D filing is forged. Mr. Kam is now attempting to circumvent the legal proceedings by trying to steal the Investor’s shares using fraudulent share charges and loan documents. There is no credible claim to the Investor’s share ownership and therefore no impact to the Investor’s ability to exercise its rights as shareholders and to work with any other shareholder to safeguard their collective rights as shareholders. Third, the Investor has taken legal action against Mr. Kam related to these fraudulent claims and expect quick resolution in the Investor’s favor. The actions taken by Mr. Kam have no impact on the Investor’s share ownership, the ongoing legal proceedings or the Investor’s commitment to stop the Cellenkos transaction.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
Exhibit B – Agreement of Joint Filing.
| Blue Ocean Structure Investment Co Ltd | ||
| By: | /s/ Xiaoyang Chen | |
| Name: Xiaoyang Chen | ||
| Title: Director | ||
| Nanjing Ying Peng Hui Kang Medical Industry Investment Partnership (Limited Partnership) | ||
| By: | /s/ Lei Wang | |
| Name: Lei Wang | ||
| Title: Authorized Signatory | ||
| Nanjing Ying Peng Asset Management Co., Ltd. | ||
| By: | /s/ Lei Wang | |
| Name: Lei Wang | ||
| Title: Executive Director | ||
| YAFEI YUAN | ||
| By: | /s/ Yafei YUAN | |
| Name: Yafei YUAN | ||
| Dendreon Pharmaceuticals LLC | ||
| By: | /s/ Yong Zhang | |
Name: Yong Zhang Title: Chief Executive Officer | ||
| Nanjing Xinjiekou Department Store Co., Ltd. | ||
| By: | /s/ Lingyun Zhai | |
Name: Lingyun Zhai Title: Chairman of the Board | ||
| Sanpower Group Co., Ltd. | ||
| By: | /s/ Yafei Yuan | |
Name: Yafei Yuan Title: Chairman of the Board | ||
EXHIBIT A
Blue Ocean Comments on Fraudulent Claims from Conflicted Party Regarding Global CORD Blood Corporation
