SEC Filing | Global Cord Blood Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

May 12, 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 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.

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 78,874,106

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.

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 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.

INTRODUCTORY NOTE

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) related to the Schedule 13D filed on February 8, 2018, as amended prior to this Amendment No. 2 (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. 2, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 2 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 May 12, 2022, in response to the Notice of Petition and a summons filed by the Petitioner, an ex parte order (the “Ex Parte Order”) was issued by the Grand Court of the Cayman Islands, enjoining certain activities of the Issuer, including preventing the Issuer from proceeding with the Cellenkos Transaction or any ancillary or related transaction, and from issuing any additional shares, pending the holding of an extraordinary general meeting at which approval of the Cellenkos Transaction is properly obtained. The Ex Parte Order is attached hereto as Exhibit A and incorporated herein by reference.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

Exhibit A – Ex Parte Order

	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

Exhibit A

EXHIBIT A

EX PARTE ORDER

IN THE GRAND COURT OF THE CAYMAN ISLANDS

Financial Services DIVISION
		FSD CAUSE NO. 108 OF 2022 (CRJ)

IN THE MATTER OF SECTION 92 OF THE COMPANIES ACT (2021 REVISION)

AND

IN THE MATTER OF GLOBAL CORD BLOOD CORPORATION

BETWEEN	Blue Ocean Structure Investment Company Limited		PETITIONER

and	Global Cord Blood Corporation		Respondent

	EX PARTE ORDER

PENAL NOTICE

IF YOU GLOBAL CORD BLOOD CORPORATION DISOBEY THIS ORDER YOU MAY BE FINED, HAVE YOUR ASSETS SEIZED AND YOUR DIRECTORS AND/OR OFFICERS MAY BE IMPRISONED.

ANY OTHER PERSON WHO KNOWS OF THIS ORDER AND DOES ANYTHING WHICH HELPS OR PERMITS THE RESPONDENT TO BREACH THE TERMS OF THIS ORDER MAY ALSO BE HELD TO BE IN CONTEMPT OF COURT AND MAY BE IMPRISONED, FINED OR HAVE THEIR ASSETS SEIZED.

THIS ORDER was FILED by BEDELL CRISTIN of 18 Forum Lane, Suite 5305, 3^rd Floor, Camana Bay, PO Box 1990, Grand Cayman KY1-1104, Cayman Islands, Attorneys-at-law for and on behalf of the Petitioner whose address for service is that of its said Attorneys-at-law.

UPON THE APPLICATION by the Petitioner by summons ex parte for an injunction

UPON HEARING counsel for the Applicant (the Petitioner)

UPON READING the affidavits and/or affirmations listed in Schedule A

UPON The Applicant providing the Undertakings set out in Schedule B

This is an Injunction made against Global Cord Blood Corporation (the “Respondent”) on 12 May 2022 by Mrs Justice Richards on the application of Blue Ocean Structure Investment Company Limited (the "Applicant”).

This Order was made at a hearing without notice to the Respondent. The Respondent has a right to apply to the court to vary or discharge the order—see paragraphs 3 and 4 below.

IT IS ORDERED THAT

There will be a further hearing in respect of this Crder on 24 May 2022 (the “Return Date").

The Respondent may apply before the Return Date to discharge or vary this Injunction provided that it shall have first provided the Applicant with notice together with any evidence of material relied upon not less than 48 hours before any hearing (not counting weekends).

Injunction

Until after the Return Date or further Order of the Court, the Respondent must not

5.1

take any steps, enter into any arrangements or close on the Material Definitive Agreement to acquire any shares in Cellenkos, Inc announced by the Company on 29 April 2022 (the "Transaction") or any ancillary or related transactions, pending the holding of an Extraordinary General Meeting at which approval of the Transaction is properly put to the Company's members (the ''EGM'') or the determination of the Petition;

5.2

cause, whether by itself or otherwise, the issue, transfer, sale or other dealing with any of its shares, whether related or unrelated to the Transaction, pending the EGM or the determination of the Petition;

5.3

distribute any funds or enter into any financial arrangement pursuant to in relation to the Transaction pending the EGM or the determination of the Petition;

5.4

in any way dispose of, deal with, or diminishing the value of, any of the Company's assets in excess of US$1,000,000.00 in aggregate, without the approval of the Court, pending the EGM or the determination of the Petition;

A Respondent which is not an individual which is ordered not to do something must not do it itself or by its directors, officers, partners, employees or agents or in any other way.

Costs

The costs of this application are reserved to the judge hearing the application on the Return Date.

Parties Other than Respondent

It is a contempt of court for any person notified of this Order knowingly to assist in or permit a breach of this Order. Any person doing so may be imprisoned, fined or have their assets seized.

Persons outside the Cayman Islands

9.1

Except as provided in 9.2 below, the terms of this Order do not affect or concern anyone outside the jurisdiction of this Court.

9.2

The terms of this Order will affect the following persons in a country or state outside the jurisdiction of this court–

(a)

the Respondent or his officer or agent appointed by power of attorney;

(b)

any person who—

(i)

is subject to the jurisdiction of this Court;

(ii)

has been given written notice of this Order at his residence or place of business within the jurisdiction of this Court; and

(iii)

is able to prevent acts or omissions outside the jurisdiction of this Court which constitute or assist in a breach of the terms of this Order; and

(c)

any other person, only to the extent that this Order is declared enforceable by or is enforced by a court in that country or state.

DATED the 12^th day of May 2022

FILED the 12^th day of May 2022

___________________________________________________

THE HONOURABLE MADAM JUSTICE RICHARDS QC

JUDGE OF THE GRAND COURT

SCHEDULE A

Affidavits and/or Affirmations

The Applicant relied on the following affidavits and/or affirmations–

Number	Name	date sworn	filed on behalf of
(1) First	Xiaoyang Chen	5 May 2022	Petitioner

(2) First	Joanne Yarnall	6 May 2022	Petitioner

(3) Second	Xiaoyang Chen	9 May 2022	Petitioner

(4) First	Bianca LaCaille	11 May 2022	Petitioner

SCHEDULE B

Undertakings Given to the Court by the Applicant

If the Court later finds that this Order has caused loss to the Respondent, and decides that the Respondent should be compensated for that loss, the Applicant will comply with any order the Court may make.

The Applicant will fortify the aforesaid undertaking by agreeing that the shares in the Company registered in its name will be available to meet any entitlement to such compensation as the Court may order (the “Shares”).

The Applicant undertakes not to dispose of the Shares until further Order of this Court.

The Applicant will cause an affidavit to be sworn and filed exhibiting any omitted documents.

The Applicant will serve upon the Respondent together with this Order as soon as practicable—

(i)

copies of the affidavits, affirmations and exhibits containing the evidence relied upon by the Applicant, and the Skeleton Argument filed by the Applicant

(ii)

a transcript of the recording or note of this hearing; and

(iii)

a summon to be heard on the Return Date for continuation of the Order.

The Applicant’s legal representatives are Bedell Cristin of 18 Forum Lane, Suite 5305, 3^rd Floor, Camana Bay, PO Box 1990, Grand Cayman KY1-1104, Cayman Islands, Atten: Jamie McGee.