(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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. ¨
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
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.
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
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.
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.
1. |
NAME OF REPORTING PERSON:
Dendreon Pharmaceuticals LLC |
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
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 |
|
|
|
|
1. |
NAME OF REPORTING PERSON:
Nanjing Xinjiekou Department Store Co., Ltd. |
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
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 |
|
|
|
|
1. |
NAME OF REPORTING PERSON:
Sanpower Group Co., Ltd. |
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%* |
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. 3 to Schedule 13D (this “Amendment No.
3”) related to the Schedule 13D filed on February 8, 2018, as amended prior to this Amendment No. 3 (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. 3, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 3 and not otherwise
defined herein have the meaning ascribed to such terms in the Schedule 13D.
ITEM 2. |
IDENTITY AND BACKGROUND |
The following paragraph amends and restates in its entirety the first
paragraph of Item 2 of the Schedule 13D:
This Statement is filed by Blue
Ocean Structure Investment Co Ltd (the “Investor”), a company incorporated in the British Virgin Islands, Nanjing Ying Peng
Hui Kang Medical Industry Investment Partnership (Limited Partnership) (the “Fund”), an indirect parent beneficially owning
100% of the outstanding shares of the Investor and a limited partnership incorporated in the People’s Republic of China (“PRC”),
Nanjing Ying Peng Asset Management Co., Ltd., a company incorporated in the PRC (the “GP”), Mr. Yafei Yuan, a PRC
citizen (“Mr. Yuan”), Dendreon Pharmaceuticals LLC, a Delaware limited liability company (“Dendreon”), that is
wholly owned by Nanjing Xinjiekou Department Store Co., Ltd., a company incorporated in the PRC (“Cenbest”), that is controlled
by Sanpower Group Co., Ltd., a company incorporated in the PRC and is indirectly controlled by Mr. Yuan (“Sanpower”, and together
with the Investor, the Fund, the GP, Mr. Yuan, Dendreon, and Cenbest, the “Reporting Persons”). The principal business
address of the Investor is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG110, British Virgin Islands. The principal
business address of the Fund is No. 68 Software Avenue, Yuhuatai District, Nanjing, China. The principal business address of the
GP is No. 68 Software Avenue, Yuhuatai District, Nanjing, China. The principal business address of Mr. Yuan is No. 68
Software Avenue, Yuhuatai District, Nanjing, China. The principal business address of Dendreon is 1700 Saturn Way, Seal Beach, California
90740. The principal business address of Cenbest is No. 1 Zhongshannan Road, Qinhuai District, Nanjing, China. The principal business
address of Sanpower is No. 68 Software Avenue, Yuhuatai District, Nanjing, China.
ITEM 4. |
PURPOSE OF TRANSACTION |
The following paragraph is added as the penultimate paragraph of Item
4 of the Schedule 13D:
On May 17, 2022, Dendreon entered into
a Stock Purchase Agreement (the “Stock Purchase Agreement”) with AMC Fund, L.P., a Delaware limited partnership (the “Seller”).
Pursuant to the Stock Purchase Agreement, Dendreon has agreed to purchase from the Seller 2,000,000 ordinary shares, par value $0.0001
per share of the Issuer for an aggregate purchase price of $13,000,000, subject to certain conditions set forth in the Stock Purchase
Agreement. The Stock Purchase Agreement is attached hereto as Exhibit A and incorporated herein by reference.
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
The following amends and restates in its entirety (a) and (b) of Item
5 of the Schedule 13D:
(a) and (b)
The information set forth in the cover pages and
Item 3 of this Statement is incorporated herein by reference.
As
of the date hereof, the Investor owns on record 77,260,927 Shares and beneficially owns 79,528,662 Shares. By virtue of the relationships
described in Item 2 of this Statement, each of the Investor, the Fund, the GP, Mr. Yuan and Sanpower may be deemed to beneficially
own the Shares owned by the Investor.
ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS |
Exhibit A – Stock Purchase 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 |
|
|
|
|
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 |
|
|
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 20,
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 |
|
|
|
|
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 |