Amended Statement of Beneficial Ownership (sc 13d/a)
May 09 2022 - 9:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13D
Under the Securities
Exchange Act of 1934
(Amendment No. 1)
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 3, 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).
1. |
NAME
OF REPORTING PERSON:
Blue Ocean Structure
Investment Co., Ltd. |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
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.
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) ¨
(b) ¨ |
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
Peoples 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%(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.
1. |
NAME
OF REPORTING PERSON:
Nanjing Ying Peng
Asset Management Co., Ltd. |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
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
78,874,106 |
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%(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.
1. |
NAME
OF REPORTING PERSON:
Yafei Yuan |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
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.
INTRODUCTORY NOTE
This Amendment No. 1 to Schedule 13D (this
“Amendment No. 1”) amends the statement on Schedule 13D filed by the Reporting Persons on February 8, 2018
(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. 1, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 1
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 3,
2022, Blue Ocean Structure Investment Company Limited (the “Petitioner”) filed in the Grand Court of the Cayman Islands
a notice of petition to wind up in respect of the Issuer (the “Notice of Petition”). Among other things, the Notice
of Petition primarily seeks an order that: (1) the Issuer refrain from proceeding with a proposed transaction by which the Issuer
would acquire Cellenkos, Inc., as described in a Form 6-K filed by the Issuer on April 29, 2022 (the “Cellenkos
Transaction”); (2) the Issuer amend and restate its Memorandum and Articles of Association to eliminate the classification
of the Board and to add shareholder protective provisions; and (3) the Issuer convene an extraordinary general meeting to propose
the removal of the current Board and the appointment of alternative directors proposed by the Petitioner. The Notice of Petition is attached
hereto as Exhibit A and incorporated herein by reference.
The following paragraph amends and restates
in its entirety the final paragraph of Item 4 of the Schedule 13D:
Except as set
forth above or in Item 6, the Reporting Persons have no present plans, proposals or intentions which would result in or relate to any
of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons and their representatives
have, from time to time, engaged in discussions with and provided their suggestions to management of the Issuer and the Board regarding,
among other things, the Issuer’s business, management and strategic alternatives and direction. In particular, the Reporting Persons
have conveyed their objections to the Cellenkos Transaction and various governance and business matters to the Issuer. The Reporting
Persons have also engaged in preliminary discussions with other shareholders of the Issuer regarding these matters. The Reporting Persons
plan to continue communicating with the Issuer and with other shareholders regarding these and similar matters. Depending upon, among
other things, the outcome of these communications, current and anticipated future trading prices for the Shares, the financial condition,
results of operations and prospects of the Issuer and its businesses, conditions in the securities markets, general economic conditions
and other factors that the Reporting Persons deem relevant, the Reporting Persons may take other steps seeking to bring about changes
that it believes would increase shareholder value as well as pursue other plans or proposals that relate to or would result in any of
the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.
ITEM 7. |
MATERIAL TO
BE FILED AS EXHIBITS |
Exhibit A – Notice of Petition to
Wind Up
|
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 |
AGREEMENT OF JOINT FILING
The parties listed below
agree that the amendment of Schedule 13D to which this agreement is attached as an exhibit, shall be filed on behalf of each of them.
This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement
may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Dated:
May 9, 2022
[Signature Page to
Joint Filing Agreement]
|
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 |
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