UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule
13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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 23, 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) ¨ | ||
| 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) ¨ | ||
| 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.
| 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) ¨ | ||
| 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.
| CUSIP No. | G21107100 |
| 1. |
NAME OF REPORTING PERSON: Yafei Yuan | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 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.
| CUSIP No. | G21107100 |
| 1. |
NAME OF REPORTING PERSON: Dendreon Pharmaceuticals LLC | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 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 0 | ||
| 9. |
SOLE DISPOSITIVE POWER 0 | ||
| 10. |
SHARED DISPOSITIVE POWER 0 | ||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0
| ||
| 14. |
TYPE OF REPORTING PERSON OO | ||
| CUSIP No. | G21107100 |
| 1. |
NAME OF REPORTING PERSON: Nanjing Xinjiekou Department Store Co., Ltd. | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 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 0 | ||
| 9. |
SOLE DISPOSITIVE POWER 0 | ||
| 10. |
SHARED DISPOSITIVE POWER 0 | ||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0
| ||
| 14. |
TYPE OF REPORTING PERSON CO | ||
| CUSIP No. | G21107100 |
| 1. |
NAME OF REPORTING PERSON: Sanpower Group Co., Ltd. | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 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%* | ||
| 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. 4 to Schedule 13D (this “Amendment No. 4”) related to the Schedule 13D filed on February 8, 2018, as amended prior to this Amendment No. 4 (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. 4, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 4 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 23, 2022, Golden Meditech Stem Cells (BVI) Company Limited (“GM Stem Cells”), Magnum Opus International Holdings Limited (“Magnum Opus”) and Yuen Kam (“Mr. Kam”, together with GM Stem Cells and Magnum Opus, the “GM Parties”) filed a Schedule 13D with the U.S. Securities and Exchange Commission making a number of claims including that GM Stem Cells has a right to shares owned by the Investor. These claims are false. In response to the false statements made by Mr. Kam, the Investor published a press release that highlighted the following. First, Mr. Kam controls Cellenkos through GM Stem Cells. The Investor disclosed evidence in the ongoing legal proceedings in the Cayman Islands that Mr. Kam is in a relationship, and has children with, the current chairwoman of the Issuer (Ting Zheng). As a result, the Issuer is unable to continue to assert that the acquisition of Cellenkos is an arms’ length commercial transaction in the best interests of the Issuer rather than for the benefit of Mr. Kam and Ms. Zheng. It is clear that Mr. Kam has significant incentives to push the Cellenkos transaction through to the detriment of the Issuer’s shareholders. Second, the alleged share charge agreement in the GM Parties’ Schedule 13D filing is forged. Mr. Kam is now attempting to circumvent the legal proceedings by trying to steal the Investor’s shares using fraudulent share charges and loan documents. There is no credible claim to the Investor’s share ownership and therefore no impact to the Investor’s ability to exercise its rights as shareholders and to work with any other shareholder to safeguard their collective rights as shareholders. Third, the Investor has taken legal action against Mr. Kam related to these fraudulent claims and expect quick resolution in the Investor’s favor. The actions taken by Mr. Kam have no impact on the Investor’s share ownership, the ongoing legal proceedings or the Investor’s commitment to stop the Cellenkos transaction.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
Exhibit B – Agreement of Joint Filing.
| 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
Blue Ocean Comments on Fraudulent Claims from Conflicted Party Regarding Global CORD Blood Corporation
Exhibit A
Blue Ocean Comments on Fraudulent Claims from Conflicted Party Golden Meditech Regarding Global Cord Blood Corporation
Recent Filing Only Intended as a Distraction to Shareholders and has No Impact on Blue Ocean Campaign to STOP the Cellenkos Transaction
(New York – 23 May, 2022) Blue Ocean Structure Investment Company Ltd. (“Blue Ocean”), a significant shareholder of Global Cord Blood Corporation (the “Company” or “Global Cord”) (NYSE: CO), today commented on what Blue Ocean believes to be a shocking, distracting and fraudulent Schedule 13D filing made by Golden Meditech Stem Cells (BVI) Company Limited (“Golden Meditech”) with the U.S. Securities and Exchange Commission.
Blue Ocean, whose investment in Global Cord represents an ownership position of approximately 65% of the Company’s shares, has stated its intent to take all possible actions to stop Global Cord’s planned acquisition (the “Transaction”) of Cellenkos, Inc. (“Cellenkos”). To date, Blue Ocean has been able to obtain an injunction from the Grand Court of the Cayman Islands that will temporarily prevent the Transaction from proceeding as well as gathered significant support from fellow shareholders.
In what is a clear reaction to Blue Ocean’s successful campaign, Mr. Kam Yuen, who through Golden Meditech controls Cellenkos, has made a number of claims including that Golden Meditech has a right to Global Cord shares owned by Blue Ocean. Blue Ocean would like to stress that THESE CLAIMS ARE ENTIRELY FALSE AND ONLY INTEND TO DISTRACT SHAREHOLDERS. Blue Ocean reserves the right to take any legal actions it deems necessary or appropriate arising from the Schedule 13D filing made by Golden Meditech.
Global Cord shareholders should understand the following:
| 1. | Mr. Kam is closely tied to Global Cord. Blue Ocean disclosed evidence in the ongoing legal proceedings in the Cayman Islands that Mr. Kam is in a relationship, and has children with, the current chairwoman of Global Cord (Ting Zheng). As a result, Global Cord is unable to continue to assert that the Cellenkos Transaction is an arms' length commercial transaction in the best interests of the Company rather than for the benefit of Mr. Kam. It is clear that Mr. Kam has significant incentives to push this Transaction through to the detriment of Global Cord shareholders. |
| 2. | The share charge agreement is forged. Mr. Kam is now attempting to circumvent the legal proceedings by trying to steal Blue Ocean's shares using fraudulent share charges and loan documents. There is no credible claim to Blue Ocean’s share ownership and therefore no impact to our ability to work with shareholders to affect change at Global Cord. |
| 3. | Blue Ocean is already taking legal action against Mr. Kam related to these fraudulent claims where we expect quick resolution in our favor. Blue Ocean believes the actions taken by Mr. Kam have no impact on Blue Ocean's share ownership, the ongoing legal proceedings or our commitment to stop the Cellenkos Transaction. |
It is crucial that all shareholders in Global Cord fully support the legal proceedings and the actions of Blue Ocean to ensure the Cellenkos Transaction is stopped. We would also like to assure all shareholders that Mr. Kam's latest Schedule 13D filing has no impact on Blue Ocean's legal title to its shares of Global Cord or the legal proceedings to prevent the Transaction.
Blue Ocean firmly believes the Transaction is not in the best interests of the Company or its shareholders due to the following reasons:
| · | No discernible long-term value at Cellenkos – no commercially marketable products. |
| · | Unjustifiable purchase price – fundraising that occurred at the same time as the Company's valuation of Cellenkos indicated a fair value of US $28.67 per share, compared to the Company's valuation of Cellenkos of US $329.70 per share. |
| · | Massive dilution of shareholders – existing shareholders will be diluted by over 50% as the consideration of the Transaction involves both cash and a substantial equity stake in the Company. |
| · | Conflicted governance in the Transaction process – Cellenkos management is closely tied to the Company's Board, representing a significant conflict of interest. |
| · | Total disregard for shareholder perspectives – the Company failed to consult with its key stakeholders prior to the announcement and has refused to run an EGM to vote on the Transaction. |
To safeguard the best interests of all shareholders of the Company, Blue Ocean intends to take all possible steps to prevent the proposed acquisition, including endeavoring to convene an EGM to pass a special resolution to terminate the proposed acquisition. Blue Ocean urges any shareholders of the Company who share any concerns regarding the proposed acquisition to reach out immediately and join forces to protect all existing shareholders of the Company.
-END-
For any inquiries, please contact:
FTI Consulting
|
Brad Newman (US) +12128505736 |
Rita Fong (Hong Kong) +85237684548 |
Rachel Hsueh (China) +862123151065 |
AGREEMENT OF JOINT FILING
The parties listed below agree that the amendment of Schedule 13D to which this agreement is attached as an exhibit (including any amendments thereto signed by the parties to this joint filing agreement), shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: May 23, 2022
[Signature Page to Joint Filing Agreement]
| 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 | ||