UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 9)

 

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)

 

June 22, 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) ¨
(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.

 

 

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) ¨
(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.

 

 

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) ¨
(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

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) ¨
(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

81,528,662

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

81,528,662

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

81,528,662

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

67.1%(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 Form 6-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) ¨
(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

2,000,000

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

2,000,000

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,000,000

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.6%(5)

14.

TYPE OF REPORTING PERSON

OO

       

 

(5) 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 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

2,000,000

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

2,000,000

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,000,000

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.6%(6)

14.

TYPE OF REPORTING PERSON

CO

       

 

(6) 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:

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

81,528,662

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

81,528,662

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

81,528,662

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

67.1%(5)

14.

TYPE OF REPORTING PERSON

CO

       

 

(5) 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. 9 to Schedule 13D (this “Amendment No. 9”) related to the Schedule 13D filed on February 8, 2018, as amended prior to this Amendment No. 9 (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. 9, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 9 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:

 

The Convening Shareholder wishes to correct and clarify its Schedule 13D filing (including Exhibit A) filed on June 16, 2022 (the “Announcement”) in respect of the EGM held on June 16, 2022.

 

The Announcement was incomplete in not drawing attention to the fact that the resolutions passed at the EGM (the “Resolutions”) are subject to an Order made against the Convening Shareholder on June 15, 2022, by the Grand Court of the Cayman Islands which prevents the Convening Shareholder from relying on or implementing the Resolutions until the Grand Court of the Cayman Islands has determined the dispute regarding the validity of the EGM.

 

 

  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

 

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