Amended Statement of Beneficial Ownership (sc 13d/a)
August 24 2022 - 09:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Schedule
13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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)
August 24, 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
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
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.
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.
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.
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%*
|
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. 10 to Schedule 13D (this “Amendment
No. 10”) related to the Schedule 13D filed on
February 8, 2018, as amended prior to this Amendment
No. 10 (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. 10, all items in the Schedule 13D are unchanged. All
capitalized terms used in this Amendment No. 10 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 August 22, 2022, Blue Ocean Structure Investment Company
Limited (the “Petitioner”) filed a summons with the Grand
Court of the Cayman Islands (“Cayman Court”) seeking
appointment by the Cayman Court of Margot MacInnis and John Royle
of Grant Thornton Specialist Services (Cayman) Limited, and Chow
Tsz Nga Georgia of Grant Thornton Recovery &
Reorganisation Limited, as joint provisional liquidators
(“JPLs”) pursuant to Section 104(2) of the
Companies Act (2022 Revision). The application will be opposed by
the Company’s management and will be subject to the Cayman Court’s
decision which may grant, decline or modify the Petitioner’s
application as it sees fit. Nothing has been decided at this
present moment.
ITEM 7. |
MATERIAL
TO BE FILED AS EXHIBITS |
Exhibit A – Petitioner’s Summons dated
August 22, 2022 and Draft Order attached thereto as Annex
A
|
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
|
EXHIBIT A
SUMMONS AND DRAFT
ORDER
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