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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K/A

(Amendment No.1)

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2021

Commission File Number: 001-34541

GLOBAL CORD BLOOD CORPORATION

(Translation of registrant’s name into English)

48th Floor, Bank of China Tower

1 Garden Road

Central

Hong Kong S.A.R.

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F                                   Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): 

EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment”) to the Report of Foreign Private Issuer on Form 6-K (the “Original 6-K”), originally furnished by Global Cord Blood Corporation (the “Company”) to the Securities and Exchange Commission on November 24, 2021 containing the financial results for the three months and six months ended September 30, 2021 of the Company, amends the Original 6-K to include an unaudited condensed consolidated statement of changes in equity, an unaudited condensed consolidated statements of cash flows, and notes to the unaudited condensed consolidated financial statements and the applicable interactive data file as Exhibit 101, which provides the unaudited condensed consolidated financial statements in XBRL (eXtensible business reporting language), and to provide for the incorporation by reference described below. No other changes have been made to the Original 6-K. This Amendment does not reflect events that may have occurred subsequent to the original submission date and does not modify or update in any way the disclosures made in the Original 6-K.

This Amendment and each of the exhibits to this Amendment are hereby incorporated by reference into the registration statements on Form F-3 (No. 333-233880 and No. 333-183143) of the Company.

This Amendment contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates”, “believes”, “expects”, “can”, “continue”, “could”, “estimates”, “intends”, “may”, “plans”, “potential”, “predict”, “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The information in this Amendment is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company’s expectations are as of the date this Amendment is filed, and the Company does not intend to update any of the forward-looking statements after the date this Amendment is filed to conform these statements to actual results, unless required by law.

The forward-looking statements included in this Amendment are subject to risks, uncertainties and assumptions about the Company’s businesses and business environments. These statements reflect the Company’s current views with respect to future events and are not a guarantee of future performance. Actual results of the Company’s operations may differ materially from information contained in the forward-looking statements as a result of risk factors some of which include, among other things: the ongoing impact of 2019 novel coronavirus (“COVID-19”), including the partial lockdowns implemented in various cities in the PRC and the imposition by some hospitals in the PRC of restrictions on entrance to solely to hospital staff and patients; levels of consumer confidence in the healthcare services sector generally in the PRC as a result of the outbreak; the length of the COVID-19 outbreak and severity of such outbreak across the globe; the pace of recovery following the COVID-19 outbreak; continued compliance with government regulations regarding cord blood banking in the People’s Republic of China, or PRC and any other jurisdiction in which the Company conducts its operations; changing legislation or regulatory environments in the PRC (including but not limited to cord blood license related regulations, Biosecurity laws, antitrust laws) and any other jurisdiction in which the Company conducts its operations; the acceptance by subscribers of the Company’s different pricing and payment options and reaction to the introduction of the Company’s premium-quality pricing strategy; demographic trends in the regions of the PRC in which the Company is the exclusive licensed cord blood banking operator; labor and personnel relations; the existence of a significant shareholder able to influence and direct the corporate policies of the Company; credit risks affecting the Company’s revenue and profitability; changes in the healthcare industry, including those which may result in the use of stem cell therapies becoming redundant or obsolete; the Company’s ability to effectively manage its growth, including maintaining effective controls and procedures and attracting and retaining key management and personnel; changing interpretations of generally accepted accounting principles; the availability of capital resources, including in the form of capital markets financing opportunities, in light of legislative developments affecting U.S. listed issuers whose independent registered public accounting firms are based in the PRC and not subject to U.S. Public Company Accounting Oversight Board inspections, international pressure on trade and currency against the PRC and its potential impact on the PRC consumer behavior, as well as general economic conditions; the non-binding proposal letter from Alternate Ocean Investment Company Limited and the potential transaction contemplated by such letter, and other relevant risks detailed in the Company’s filings with the Securities and Exchange Commission in the United States.

2

Results of Operations and Financial Condition

Following this cover page are the unaudited condensed consolidated financial results for the three months and six months ended September 30, 2021 of the Company.

3

Global Cord Blood Corporation and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(Amounts expressed in thousands, except share data)

March 31,

September 30,

    

Note

    

2021

    

2021

    

2021

RMB

RMB

US$

ASSETS

Current assets

Cash and cash equivalents

 

6,075,798

 

6,390,632

991,812

Accounts receivable, less allowance for doubtful accounts (March 31, 2021: RMB137,961; September 30, 2021: RMB150,060 (US$23,289))

 

 

130,298

 

144,667

22,452

Inventories

 

 

44,257

 

33,821

5,250

Prepaid expenses and other receivables

 

 

47,788

 

79,343

12,313

Total current assets

 

6,298,141

 

6,648,463

1,031,827

Property, plant and equipment, net

 

3

 

498,656

 

484,434

75,183

Operating lease right-of-use assets

5,039

3,969

616

Non-current deposits

344,752

343,529

53,315

Non-current accounts receivable, less allowance for doubtful accounts (March 31, 2021: RMB67,095; September 30, 2021: RMB62,544 (US$9,707))

 

 

217,208

 

241,377

37,461

Inventories

 

 

91,446

 

93,261

14,474

Intangible assets, net

 

 

88,202

 

85,892

13,330

Investment in equity securities at fair value

 

 

117,911

 

108,974

16,912

Other equity investment

 

 

189,129

 

189,129

29,352

Deferred tax assets

 

 

55,845

 

59,230

9,192

Total assets

 

7,906,329

 

8,258,258

1,281,662

LIABILITIES

Current liabilities

Accounts payable

 

9,479

 

13,442

 

2,086

Accrued expenses and other payables

 

 

136,448

 

153,872

 

23,880

Operating lease liabilities

1,636

1,675

260

Deferred revenue

 

 

449,359

 

451,022

 

69,998

Income tax payable

 

29,547

 

30,767

 

4,775

Total current liabilities

 

626,469

 

650,778

 

100,999

Non-current deferred revenue

 

 

2,392,906

 

2,441,499

 

378,915

Non-current operating lease liabilities

147

50

8

Other non-current liabilities

 

 

482,224

 

495,826

 

76,951

Deferred tax liabilities

 

 

16,132

 

16,701

 

2,592

Total liabilities

 

3,517,878

 

3,604,854

 

559,465

EQUITY

Shareholders’ equity of Global Cord Blood Corporation

Ordinary shares

-  US$0.0001 par value, 250,000,000 shares authorized, 121,687,974 and 121,551,075 shares issued and outstanding as of March 31 and September 30, 2021, respectively

 

 

83

 

83

 

13

Additional paid-in capital

 

2,101,582

 

2,101,582

 

326,161

Treasury stock, at cost (March 31 and September 30, 2021: 136,899 shares, respectively)

 

 

(2,815)

 

(2,815)

 

(437)

Accumulated other comprehensive losses

 

(103,179)

 

(105,354)

 

(16,351)

Retained earnings

 

2,386,187

 

2,648,344

 

411,016

Total equity attributable to Global Cord Blood Corporation

 

4,381,858

 

4,641,840

 

720,402

Non-controlling interests

 

6,593

 

11,564

 

1,795

Total equity

 

4,388,451

 

4,653,404

 

722,197

Total liabilities and equity

 

7,906,329

 

8,258,258

 

1,281,662

See accompanying notes to the unaudited condensed consolidated financial statements.

4

Global Cord Blood Corporation and Subsidiaries

Unaudited Condensed Consolidated Statements of Comprehensive Income

(Amounts expressed in thousands, except per share data)

Three months ended September 30,

Six months ended September 30,

    

Note

    

2020

    

2021

    

2021

    

2020

    

2021

    

2021

RMB

RMB

US$

RMB

RMB

US$

Revenues

 

 

285,607

313,670

48,681

566,520

628,844

97,595

Cost of revenues

 

(44,698)

(46,209)

(7,172)

(88,161)

(94,050)

(14,596)

Gross profit

 

240,909

267,461

41,509

478,359

534,794

82,999

Operating expenses

Research and development

 

(4,953)

(5,573)

(865)

(9,298)

(10,671)

(1,656)

Sales and marketing

 

(54,124)

(56,924)

(8,834)

(109,184)

(116,327)

(18,054)

General and administrative

 

(42,671)

(44,512)

(6,908)

(87,207)

(90,788)

(14,090)

Total operating expenses

 

(101,748)

(107,009)

(16,607)

(205,689)

(217,786)

(33,800)

Operating income

 

139,161

160,452

24,902

272,670

317,008

49,199

Other income/(expenses), net

Interest income

 

8,810

7,989

1,240

15,577

16,179

2,511

Foreign currency exchange gains/(losses)

 

66

(15)

(2)

108

131

20

Change in fair value of equity securities

 

 

5,699

(12,616)

(1,958)

24,104

(7,015)

(1,089)

Dividend income

1,281

1,281

1,120

174

Others

 

1,195

583

90

2,918

1,222

190

Total other income/(expenses), net

 

17,051

(4,059)

(630)

43,988

11,637

1,806

Income before income tax

 

156,212

156,393

24,272

316,658

328,645

51,005

Income tax expense

 

4

 

(22,890)

(28,251)

(4,384)

(48,911)

(61,517)

(9,547)

Net income

 

133,322

128,142

19,888

267,747

267,128

41,458

Net income attributable to non-controlling interests

 

(1,888)

(2,406)

(373)

(3,804)

(4,971)

(772)

Net income attributable to Global Cord Blood Corporation’s shareholders

 

131,434

125,736

19,515

263,943

262,157

40,686

Earnings per share:

 

5

-   Basic

 

1.08

1.03

0.16

2.17

2.15

0.33

-   Diluted

 

1.08

1.03

0.16

2.17

2.15

0.33

Other comprehensive losses, net of nil income taxes

-   Foreign currency translation adjustments

(4,202)

(229)

(36)

(4,641)

(2,175)

(338)

Comprehensive income

 

129,120

127,913

19,852

263,106

264,953

41,120

Comprehensive income attributable to non-controlling interests

 

(1,888)

(2,406)

(373)

(3,804)

(4,971)

(772)

Comprehensive income attributable to Global Cord Blood Corporation’s shareholders

 

127,232

125,507

19,479

259,302

259,982

40,348

See accompanying notes to the unaudited condensed consolidated financial statements.

5

Global Cord Blood Corporation and Subsidiaries

Unaudited Condensed Consolidated Statement of Changes in Equity

(Amounts expressed in thousands, except share data)

Global Cord Blood Corporation shareholders

Accumulated

Share capital

Additional

Treasury stock

other

Non-

No. of

paid-in

No. of

comprehensive

Retained

controlling

Total

   

shares

   

Amount

   

capital

   

shares

   

Amount

   

losses

   

earnings

   

interests

   

equity

RMB

RMB

RMB

RMB

RMB

RMB

RMB

Balance as of June 30, 2021

 

121,687,974

 

83

 

2,101,582

 

(136,899)

 

(2,815)

 

(105,125)

 

2,522,608

 

9,158

 

4,525,491

Net income

 

 

 

 

 

 

 

125,736

 

2,406

 

128,142

Other comprehensive losses

(229)

(229)

Balance as of September 30, 2021

 

121,687,974

 

83

 

2,101,582

 

(136,899)

 

(2,815)

 

(105,354)

 

2,648,344

 

11,564

 

4,653,404

Balance as of September 30, 2021 - US$

$

13

$

326,161

$

(437)

$

(16,351)

$

411,016

$

1,795

$

722,197

Balance as of June 30, 2020

121,687,974

83

2,101,582

(136,899)

(2,815)

(95,102)

2,010,449

8,280

4,022,477

Net income

131,434

1,888

133,322

Other comprehensive losses

(4,202)

(4,202)

Balance as of September 30, 2020

121,687,974

83

2,101,582

(136,899)

(2,815)

(99,304)

2,141,883

10,168

4,151,597

Balance as of March 31, 2021

121,687,974

83

2,101,582

(136,899)

(2,815)

(103,179)

2,386,187

6,593

4,388,451

Net income

262,157

4,971

267,128

Other comprehensive losses

(2,175)

(2,175)

Balance as of September 30, 2021

121,687,974

83

2,101,582

(136,899)

(2,815)

(105,354)

2,648,344

11,564

4,653,404

Balance as of September 30, 2021 - US$

$

13

$

326,161

$

(437)

$

(16,351)

$

411,016

$

1,795

$

722,197

Balance as of March 31, 2020

121,687,974

83

2,101,582

(136,899)

(2,815)

(94,663)

1,877,940

6,364

3,888,491

Net income

263,943

3,804

267,747

Other comprehensive losses

(4,641)

(4,641)

Balance as of September 30, 2020

121,687,974

83

2,101,582

(136,899)

(2,815)

(99,304)

2,141,883

10,168

4,151,597

See accompanying notes to the unaudited condensed consolidated financial statements.

6

Global Cord Blood Corporation and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(Amounts expressed in thousands)

    

Six months ended September 30,

    

2020

    

2021

    

2021

RMB

RMB

US$

Cash flows from operating activities:

Net cash provided by operating activities

 

274,643

 

329,799

51,186

Cash flows from investing activities:

Purchase of property, plant and equipment

 

(11,413)

 

(6,288)

(976)

Proceeds from disposal of property, plant and equipment

 

93

 

55

9

Net cash used in investing activities

 

(11,320)

 

(6,233)

(967)

Cash flows from financing activities:

Payment for dividends to holder of non-controlling interests

(6,074)

(7,729)

(1,200)

Net cash used in financing activities

 

(6,074)

 

(7,729)

 

(1,200)

Effect of foreign currency exchange rate change on cash and cash equivalents

(1,119)

(1,003)

(156)

Net increase in cash and cash equivalents

256,130

314,834

48,863

Cash and cash equivalents at beginning of period

5,473,373

6,075,798

942,949

Cash and cash equivalents at end of period

5,729,503

6,390,632

991,812

Non-cash investing activities:

Property, plant and equipment acquired by non-current deposits

4,110

1,223

190

Supplemental disclosures of cash flow information:

Cash paid for income taxes

52,628

63,113

9,794

See accompanying notes to the unaudited condensed consolidated financial statements.

7

Notes to the unaudited condensed consolidated financial statements
(Amounts expressed in thousands, except share data)

1            Principal activities and basis of presentation

(a)         Principal activities

Global Cord Blood Corporation (the “Company”) and its subsidiaries (collectively the “Group”) are principally engaged in the provision of umbilical cord blood storage and ancillary services in the People’s Republic of China (the “PRC”). The Group provides cord blood testing and processing services and storage services under the direction of subscribers for a cord blood processing fee and a storage fee. The Group also tests, processes and stores donated cord blood, and provides matching services to the public for a fee. As of September 30, 2021, the Group has three operating cord blood banks, one in the Beijing municipality, one in the Guangdong province and one in the Zhejiang province, the PRC. The Company’s shares are listed on the New York Stock Exchange.

(b)         Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The condensed consolidated balance sheet as of March 31, 2021 was derived from the audited consolidated financial statements of the Company. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2021 audited consolidated financial statements of the Company included in the Company’s annual report on Form 20-F for the year ended March 31, 2021.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of September 30, 2021, the results of operations for the three months and six months ended September 30, 2020 and 2021, and cash flows for the six months ended September 30, 2020 and 2021 have been made.

For the convenience of the readers, certain amounts as of and for the three months and six months ended September 30, 2021 included in the accompanying unaudited condensed consolidated financial statements have been translated into U.S. dollars at the rate of US$1.00 = RMB6.4434, being the spot exchange rate of U.S. dollars in effect on September 30, 2021 for cable transfers in RMB per U.S. dollar as certified for customs purposes by the Federal Reserve, the central bank of the United States of America. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at that rate or at any other rate on September 30, 2021 or at any other date.

2            Summary of significant accounting policies

(a)          Principles of consolidation

The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries in which the Company, directly or indirectly, has a controlling financial interest. For consolidated subsidiaries where the Company’s ownership is less than 100%, the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company, are presented as non-controlling interests. All significant intercompany balances and transactions have been eliminated on consolidation.

8

(b)          Use of estimates

The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the estimate of stand-alone selling price for each performance obligation in contracts with customers that contain more than one performance obligation, the estimated number of successful match units over the estimated weighted average remaining useful life of donated cord blood units, the useful lives of property, plant and equipment and intangible assets, the recoverability of property, plant and equipment and intangible assets, the collectibility of accounts receivables, and the realizability of inventories and deferred tax assets.

3            Property, plant and equipment, net

Property, plant and equipment, net consist of the following:

March 31,

September 30,

    

2021

    

2021

    

2021

RMB

RMB

US$

Buildings

 

603,910

 

607,070

 

94,216

Leasehold improvements

 

14,864

 

14,864

 

2,307

Machineries

 

219,626

 

221,193

 

34,328

Motor vehicles

 

18,598

 

18,839

 

2,924

Furniture, fixtures and equipment

 

56,029

 

56,231

 

8,727

Construction-in-progress

 

3,619

 

2,342

 

363

 

916,646

 

920,539

 

142,865

Less: Accumulated depreciation

 

(417,990)

 

(436,105)

 

(67,682)

Total property, plant and equipment, net

 

498,656

 

484,434

 

75,183

Depreciation expense related to property, plant and equipment for the three months ended September 30, 2020 and 2021 was RMB11,111 and RMB11,215 (US$1,741), respectively. Depreciation expense related to property, plant and equipment for the six months ended September 30, 2020 and 2021 was RMB22,312 and RMB21,955 (US$3,407), respectively.

4            Income tax

The Company’s PRC subsidiaries are subject to PRC statutory income tax rate of 25% unless otherwise specified.

In February 2021, Beijing Jiachenhong Biological Technologies Co., Ltd. (“Beijing Jiachenhong”) received approval from the tax authority on the renewal of its HNTE status which entitled it to the preferential income tax rate of 15% effective retroactively from January 1, 2020 and will expire on December 31, 2022.

In February 2020, Guangzhou Municipality Tianhe Nuoya Bio-engineering Co., Ltd. (“Guangzhou Nuoya”) received approval from the tax authority on the renewal of its HNTE status which entitled it to the preferential income tax rate of 15% effective retroactively from January 1, 2019 to December 31, 2021.

In March 2019, Zhejiang Lukou Biotechnology Co., Ltd. (“Zhejiang Lukou”) received approval from the tax authority that it qualified as a HNTE which entitled it to the preferential income tax rate of 15% effective retrospectively from January 1, 2018 to December 31, 2020. Zhejiang Lukou is in the process of reapplication for its HNTE certificate which, upon approval, will entitle it to the preferential income tax rate of 15% from January 1, 2021 to December 31, 2023.

The Enterprise Income Tax Law and its implementation rules also impose a withholding tax at 10%, unless reduced by a tax treaty or agreement, for dividends receivable by non-PRC-resident enterprises from PRC-resident enterprises in respect of earnings accumulated beginning on January 1, 2008. As of September 30, 2021, such undistributed earnings that may be subject to the withholding tax amounted to RMB3,613,270 (US$560,771) and the related unrecognized deferred tax liability was RMB361,327 (US$56,077).

9

The Company’s effective income tax rates for the three months ended September 30, 2020 and 2021 were 14.7% and 18.1%, and were 15.4% and 18.7% for the six months ended September 30, 2020 and 2021, respectively. The effective income tax rates for the three months and six months ended September 30, 2020 and 2021 differ from the PRC statutory income tax rate of 25% primarily due to the effect of non-PRC entities not being subject to income tax, which is offset by the effect of Beijing Jiachenhong, Guangzhou Nuoya and Zhejiang Lukou’s preferential tax treatments.

As of and for the three months and six months ended September 30, 2021, the Group did not have any material unrecognized tax benefits and thus no interest and penalties related to unrecognized tax benefits were recorded. In addition, the Group does not expect that the amount of unrecognized tax benefits will change significantly within the next twelve months.

5            Earnings per share

The following table sets forth the computation of basic and diluted earnings per share for the three months and six months ended September 30, 2020 and 2021 respectively:

Three months ended September 30,

    

2020

    

2021

    

2021

RMB

RMB

US$

Numerator:

Net income for basic and diluted net income per share

131,434

 

125,736

19,515

Denominator:

Weighted average ordinary shares outstanding for basic and diluted net income per share

121,551,075

 

121,551,075

121,551,075

Earnings per share

- Basic

1.08

 

1.03

0.16

- Diluted

 

1.08

 

1.03

0.16

Six months ended September 30,

    

2020

    

2021

    

2021

RMB

RMB

US$

Numerator:

Net income for basic and diluted net income per share

263,943

 

262,157

40,686

Denominator:

Weighted average ordinary shares outstanding for basic and diluted net income per share

121,551,075

 

121,551,075

 

121,551,075

Earnings per share

- Basic

2.17

 

2.15

0.33

- Diluted

 

2.17

 

2.15

0.33

10

Other Events

On November 24, 2021, the Company issued a press release announcing preliminary unaudited condensed consolidated financial results for the three months and six months ended September 30, 2021. A copy of the press release is attached as Exhibit 99.1.

Exhibits

Exhibit No.

    

Description

99.1 *

Press Release, dated November 24, 2021

101.INS XBRL

Instance Document

101.SCH XBRL

Taxonomy Extension Schema Document

101.CAL XBRL

Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL

Taxonomy Extension Definition Linkbase Document

101.LAB XBRL

Taxonomy Extension Label Linkbase Document

101.PRE XBRL

Taxonomy Extension Presentation Linkbase Document

*    Previously filed

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GLOBAL CORD BLOOD CORPORATION

By:

/s/ Albert Chen

Name:

Albert Chen

Title:

Chief Financial Officer

Dated: December 3, 2021

12

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