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, 3rd 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

 

1.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”).

 

2.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

 

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

 

4.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

 

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

 

5.1take 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;

 

THIS ORDER was FILED by BEDELL CRISTIN of 18 Forum Lane, Suite 5305, 3rd 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.

 

 

 

 

5.2cause, 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;

 

5.3distribute any funds or enter into any financial arrangement pursuant to in relation to the Transaction pending the EGM or the determination of the Petition;

 

5.4in 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;

 

6A 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

 

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

 

Parties Other than Respondent

 

8.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

 

9.1Except as provided in 9.2 below, the terms of this Order do not affect or concern anyone outside the jurisdiction of this Court.

 

THIS ORDER was FILED by BEDELL CRISTIN of 18 Forum Lane, Suite 5305, 3rd 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.

 

 

 

 

9.2The 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 12th day of May 2022

FILED the 12th day of May 2022

 

___________________________________________________

THE HONOURABLE MADAM JUSTICE RICHARDS QC

JUDGE OF THE GRAND COURT

 

THIS ORDER was FILED by BEDELL CRISTIN of 18 Forum Lane, Suite 5305, 3rd 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.

 

 

 

 

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

 

THIS ORDER was FILED by BEDELL CRISTIN of 18 Forum Lane, Suite 5305, 3rd 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.

 

 

 

 

SCHEDULE B

 

Undertakings Given to the Court by the Applicant

 

1.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.

 

2.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”).

 

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

 

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

 

5.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.

 

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

 

THIS ORDER was FILED by BEDELL CRISTIN of 18 Forum Lane, Suite 5305, 3rd 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.