UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Amendment No. 16
Under the Securities Exchange Act of 1934*
Global Cord Blood Corporation
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
G39342103
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule 13d-1(b)
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| ☒ |
Rule 13d-1(c)
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| ☐ |
Rule 13d-1(d)
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*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 the disclosures provided in a prior cover page.
The information required in 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 (the "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).
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CUSIP No.
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G39342103
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1
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NAMES OF REPORTING PERSONS
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JHMS Fund, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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12,000,000*
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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12,000,000*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,000,000* (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.87%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* Includes 12,000,000 shares of common stock, par value $0.0001 per share, held by JHMS Fund, LLC, which is managed by JHMS Management, LLC, which is controlled
by Jayhawk Capital Management, L.L.C., which is controlled by Kent C. McCarthy.
** Percent of class is based on 121,551,075 outstanding shares of common stock, par value $0.0001 per share as of September 30, 2020 as reported by Global Cord Blood Corporation on
its Form 6-K filed on November 24, 2020.
1
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CUSIP No.
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G39342103
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1
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NAMES OF REPORTING PERSONS
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JHMS Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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12,000,000*
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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12,000,000*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,000,000* (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.87%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* Includes 12,000,000 shares of common stock, par value $0.0001 per share, held by JHMS Fund, LLC, which is managed by JHMS Management, LLC, which is controlled
by Jayhawk Capital Management, L.L.C., which is controlled by Kent C. McCarthy.
** Percent of class is based on 121,551,075 outstanding shares of common stock, par value $0.0001 per share as of September 30, 2020 as reported by Global Cord Blood Corporation on its Form 6-K filed on
November 24, 2020.
2
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CUSIP No.
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G39342103
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1
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NAMES OF REPORTING PERSONS
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Jayhawk Capital Management, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
|
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0
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||||
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6
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SHARED VOTING POWER
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12,000,000*
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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12,000,000*
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,000,000* (see Item 4)
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10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
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☐
Not Applicable
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.87%**
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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|||
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||||
* Includes 12,000,000 shares of common stock, par value $0.0001 per share, held by JHMS Fund, LLC, which is managed by JHMS Management, LLC, which is controlled
by Jayhawk Capital Management, L.L.C., which is controlled by Kent C. McCarthy.
** Percent of class is based on 121,551,075 outstanding shares of common stock, par value $0.0001 per share as of September 30, 2020 as reported by Global Cord Blood Corporation on
its Form 6-K filed on November 24, 2020.
3
|
CUSIP No.
|
G39342103
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Kent C. McCarthy
|
|
|
|||
|
|
|
||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a) ☐
|
|||||
|
(b) ☒
|
|
|
|||
|
3
|
SEC USE ONLY
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|
||
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
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|
||||
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6
|
SHARED VOTING POWER
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12,000,000*
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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|
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12,000,000*
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|
|||
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||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
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12,000,000* (see Item 4)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
Not Applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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|
||
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9.87%**
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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||||
* Includes 12,000,000 shares of common stock, par value $0.0001 per share, held by JHMS Fund, LLC, which is managed by JHMS Management, LLC, which is controlled
by Jayhawk Capital Management, L.L.C., which is controlled by Kent C. McCarthy.
** Percent of class is based on 121,551,075 outstanding shares of common stock, par value $0.0001 per share as of September 30, 2020 as reported by Global Cord Blood Corporation on
its Form 6-K filed on November 24, 2020.
4
| Item 2(a) |
Name of Person Filing:
|
This Schedule 13G/A is being jointly filed by Kent C. McCarthy (“Mr. McCarthy”), JHMS Fund, LLC, a Delaware limited liability company (“JHMS Fund”), JHMS Management, LLC, a Delaware limited liability company (“JHMS
Management”), and Jayhawk Capital Management, L.L.C., a Delaware limited liability company (“JCM”).
Mr. McCarthy, JHMS Fund, JHMS Management, and JCM have entered into an Agreement Regarding Joint Filing of 13G (the “Agreement”) pursuant to which Mr. McCarthy, JHMS Fund, JHMS Management, and JCM have agreed to file
this 13G jointly and in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934 as amended (the “Act”). A copy of the Agreement is attached hereto as Exhibit A.
| Item 2(b) |
Address of Principal Business Office or, if None, Residence:
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13021 W 74th St, Shawnee, KS 66216
| Item 2(c) |
Citizenship:
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Mr. McCarthy is a citizen of the United States of America, JHMS Fund is a Delaware limited liability company, JHMS Management is a Delaware limited liability company, and JCM is a Delaware limited liability company.
| Item 4 |
Ownership:
|
The information below is as of December 31, 2020.
| (a) |
Amount beneficially owned:
|
| 1. |
JHMS Fund, LLC: 12,000,000*
|
| 2. |
JHMS Management, LLC: 12,000,000*
|
| 3. |
Jayhawk Capital Management, L.L.C.: 12,000,000*
|
| 4. |
Kent C. McCarthy: 12,000,000*
|
* Includes 12,000,000 shares of common stock, par value $0.0001 per share, held by JHMS Fund, LLC, which is managed by JHMS Management, LLC, which is controlled
by Jayhawk Capital Management, L.L.C., which is controlled by Kent C. McCarthy.
| (b) |
Percent of class:
|
| 1 |
.JHMS Fund, LLC: 9.87%
|
| 2. |
JHMS Management, LLC: 9.87%
|
| 3. |
Jayhawk Capital Management, L.L.C.: 9.87%
|
| 4. |
Kent C. McCarthy: 9.87%
|
Percent of class is based on 121,551,075 outstanding shares of common stock, par value $0.0001 per share as of September 30, 2020 as reported by Global Cord Blood Corporation on its Form 6-K filed on
November 24, 2020.
| (c) |
Number of shares as to which the person has:
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| (i) |
Sole power to vote or to direct the vote:
|
| 1. |
JHMS Fund, LLC: 0
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| 2. |
JHMS Management, LLC: 0
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| 3. |
Jayhawk Capital Management, L.L.C.: 0
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| 4. |
Kent C. McCarthy: 0
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| (ii) |
Shared power to vote or direct the vote:
|
| 1. |
JHMS Fund, LLC: 12,000,000*
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| 2. |
JHMS Management, LLC: 12,000,000*
|
| 3. |
Jayhawk Capital Management, L.L.C.: 12,000,000*
|
| 4. |
Kent C. McCarthy: 12,000,000*
|
5
| (iii) |
Sole power to dispose or to direct the disposition of:
|
| 1. |
JHMS Fund, LLC: 0
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| 2. |
JHMS Management, LLC: 0
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| 3. |
Jayhawk Capital Management, L.L.C.: 0
|
| 4. |
Kent C. McCarthy: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of:
|
| 1. |
JHMS Fund, LLC: 12,000,000*
|
| 2. |
JHMS Management, LLC: 12,000,000*
|
| 3. |
Jayhawk Capital Management, L.L.C.: 12,000,000*
|
| 4. |
Kent C. McCarthy: 12,000,000*
|
* Includes 12,000,000 shares of common stock, par value $0.0001 per share, held by JHMS Fund, LLC, which is managed by JHMS Management, LLC, which is controlled
by Jayhawk Capital Management, L.L.C., which is controlled by Kent C. McCarthy.
| Item 10 |
Certification:
|
By signing below each party certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the parties below certify that the information set forth in this statement is true, complete and correct.
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Dated: February 11, 2021
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/s/ Kent C. McCarthy
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Kent C. McCarthy
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JHMS Fund, LLC
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By: JHMS Management, LLC
its Manager
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/s/ Michael D. Schmitz
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|||
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Name: Michael D. Schmitz
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|||
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Title: Manager
|
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JHMS Management, LLC
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|||
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By:
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/s/ Michael D. Schmitz
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Name: Michael D. Schmitz
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|||
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Title: Manager
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Jayhawk Capital Management, LLC
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|||
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By:
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/s/ Kent C. McCarthy
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Name: Kent C. McCarthy
|
|||
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Title: Manager
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6
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule
13G/A (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Global Cord Blood Corporation, and further agree that this Agreement be included as an exhibit to such filings.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 11th day of February 2021.
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/s/ Kent C. McCarthy
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Kent C. McCarthy
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JHMS Fund, LLC
|
|||
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By: JHMS Management, LLC
|
|||
|
its Manager
|
|||
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/s/ Michael D. Schmitz
|
|||
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Name: Michael D. Schmitz
|
|||
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Title: Manager
|
|||
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JHMS Management, LLC
|
|||
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By:
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/s/ Michael D. Schmitz
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||
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Name: Michael D. Schmitz
|
|||
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Title: Manager
|
|||
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Jayhawk Capital Management, LLC
|
|||
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By:
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/s/ Kent C. McCarthy
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Name: Kent C. McCarthy
|
|||
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Title: Manager
|
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7