Notification That Form 20-f Will Be Submitted Late (nt 20-f)
August 02 2022 - 08:01AM
Edgar (US Regulatory)
SEC FILE NUMBER: 001-34541
CUSIP NUMBER: G39342103
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check
one): ¨
Form
10-K x Form
20-F ¨ Form
11-K ¨ Form
10-Q ¨ Form
10-D ¨ Form N-CEN
¨Form N-CSR
For Period Ended: March 31, 2022
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¨ |
Transition Report on Form 10-K |
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¨ |
Transition Report on Form 20-F |
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¨ |
Transition Report on Form 11-K |
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¨ |
Transition Report on Form 10-Q |
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print
or Type. |
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I ─ REGISTRANT INFORMATION
Global Cord Blood Corporation
Full Name of Registrant
China Cord Blood
Corporation
Former Name if Applicable
48th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong
S.A.R.
Address of Principal Executive Office (Street and
Number)
Hong Kong S.A.R., The People’s Republic of China
City, State and Zip Code
PART II ─ RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate)
|
(a) |
The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense; |
x |
(b) |
The subject annual report, semi-annual
report, transition report on Form 10-K, Form 20-F, Form 11-K, Form
N-CEN or Form N-CSR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q or
subject distribution report on Form 10-D, or portion thereof, will
be filed on or before the fifth calendar day following the
prescribed due date; and |
|
(c) |
The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable. |
PART III ─ NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-CEN, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
(Attach extra Sheets if Needed)
The Registrant is unable to file its annual report on Form 20-F for
the year ended March 31, 2022 within the prescribed time period,
because the Registrant needs more time to prepare and finalize its
consolidated financial statements, primarily due to the pending
legal proceedings brought by Blue Ocean Structure Investment
Company Limited to, among others, (i) wind up the Registrant, (ii)
prohibit the Registrant’s acquisition of Cellenkos, Inc., which
acquisition was disclosed on the Form 6-K furnished to the SEC on
June 27, 2022, (iii) amend and restate the Registrant’s memorandum
and articles of association to eliminate the classification of its
board of directors and add shareholder protective provisions, and
(iv) convene an extraordinary general meeting to change directors
of the Registrant.
PART IV ─ OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Albert
Chen |
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+852 |
|
3605
8180 |
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|
|
|
|
(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
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(2) |
Have all other periodic reports
required under Section 13 or 15(d) of the Securities Exchange Act
of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If
answer is no, identify report(s). |
Yes x No ¨
|
(3) |
Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof? |
Yes ¨ No x
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
Other than the explanations given under Part III hereunder, the
Registrant does not expect any significant change in results of
operations, and has disclosed the unaudited results of operations
of the Registrant for the fiscal year ended March 31, 2022 in a
press release dated July 5, 2022, which was attached as an exhibit
to the Form 6-K furnished to the SEC on July 5, 2022.
Forward-Looking Statements
This notification includes 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. The word “may”, “will”,
“expect”, “anticipate”, “estimate”, “plan”, “believe”, “is/are
likely to” or other similar expressions are used in this
notification to identify forward-looking statements. Risks,
uncertainties and assumptions that could affect the Registrant’s
forward-looking statements include, among other things, any changes
to our anticipated financial results as a result of our independent
registered public accounting firm completing its audit of the
Registrant’s financial statements, the ability of us and our
auditors to confirm information or data identified in the review,
our ability to complete and make future periodic filings with the
SEC on a timely basis and other risks and uncertainties discussed
more fully in the Registrant’s filings with the SEC. Unless
required by law, the Registrant expressly disclaims any obligation
to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
Global Cord Blood Corporation |
(Name of Registrant as Specified in Charter) |
has
caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized. |
|
Date: |
August
2, 2022 |
|
By: |
/s/
Albert Chen |
|
|
Name: |
Albert
Chen |
|
|
Title: |
Chief
Financial Officer |
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