UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 7)

 

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)

 

June 15, 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 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) ¨ (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.

 

 

CUSIP No.

G21107100

 

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.

 

 

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) ¨ (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.

 

 

CUSIP No.

G21107100

 

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%(5)
14.	TYPE OF REPORTING PERSON CO

⁽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.

 

 

INTRODUCTORY NOTE

 

This Amendment No. 7 to Schedule 13D (this “Amendment No. 7”) relates to the Schedule 13D filed on February 8, 2018, as amended prior to this Amendment No. 7 (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. 7, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 7 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:

 

In connection with the EGM to be held on June 16, 2022, individuals seeking to attend must comply with the rules of conduct (the “Rules”). The Rules are attached hereto as Exhibit A and are incorporated herein by reference.

 

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit A – Rules

 

 

	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

 

RULES

 

 

 

Exhibit A

 

Rules of Conduct
Extraordinary General Meeting of Shareholders

of Global Cord Blood Corporation

 

These Rules of Conduct (these “Rules”) are for the Extraordinary General Meeting of Shareholders (the “Meeting”) of Global Cord Blood Corporation (the “Company”), convened by Blue Ocean Structure Investment Co Ltd (the “Convening Shareholder”) with the support of certain other shareholders of the Company. In fairness to all participants and in the interest of an orderly and constructive Meeting, these Rules of conduct will be enforced. Participants who fail to comply with these Rules will be removed from the Meeting.

 

1.

The Meeting will be held at the offices of DLA Piper LLP (US), counsel to the Convening Shareholder, at 1251 Avenue of the Americas, New York, New York, 10020-1104. Upon entering the building, you must register with building security using a valid personal identification. Inform building security that you are attending the Meeting at the DLA Piper offices, and they will liaise with DLA Piper for you to be escorted to the Meeting registration station in DLA Piper’s offices.

 

2.

Once at the Meeting registration station, all attendees must register at the registration desk before entering the Meeting room. Only a verified shareholder or director of the Company will be admitted to the Meeting, unless otherwise determined by the Convening Shareholder. All attendees must present valid personal identification and proof of full vaccination against COVID-19 (including at least one booster) or proof of a negative antigen test obtained within 24 hours of the Meeting start time. Shareholders and proxy holders must present evidence of ownership as of the record date in a form satisfactory to the Convening Shareholder (in its sole discretion).

 

3.

Please note that the Meeting will begin promptly at 9:00 a.m. ET, at which time no additional participants will be admitted to the Meeting room. Accordingly, participants must have successfully completed all registration steps prior to 9:00 a.m. ET.

 

4.

The use of audio or video recording equipment and the taking of photographs are strictly prohibited. Cell phones, tablets and similar electronic devices must be turned off prior to entering the Meeting room.

 

5.

The Meeting will follow the Agenda provided to all shareholders upon entering the Meeting.

 

6.

Only shareholders of record as of May 18, 2022 or their duly authorized proxy holders are entitled to vote at or participate in the Meeting. If you hold your shares in street name through a bank, broker or other nominee, you cannot vote your shares at or participate in this Meeting unless you have a legal proxy from your bank, broker or other nominee.

 

7.

You need not vote at this Meeting if you have already voted by proxy. If you wish to change your vote or if you have not voted, please request a ballot and turn in the completed ballot before the closing of polls.

 

8.

Because this is a meeting of Company shareholders, only Company shareholders are permitted to ask questions during the Meeting. All questions and comments must be directed to the chairperson of the Meeting, after the chairperson opens the floor for questions. You may not address the Meeting unless first recognized by the chairperson.

 

 

9.

If you wish to be recognized, please raise your hand. When recognized by the chairperson, please state your full name and indicate whether you are a shareholder or a proxy holder. If you are a proxy holder, state the name of the shareholder that gave you the proxy. Then, succinctly state your question or comment. Please permit each speaker to conclude his or her remarks without interruption. The chairperson will warn speakers when they are out of order and stop any discussions that include derogatory references that are not in good taste or discussions related to personal grievances.

 

10.

Your questions or comments should be strictly confined to the matters under consideration at the Meeting.

 

11.

Each speaker is limited to no more than 2 questions or comments, each of which must be no more than 5 minutes in length. Please allow other speakers to be recognized before asking to be recognized again.

 

12.

The chairperson of the Meeting shall have the authority necessary to preside over the Meeting and may make any and all determinations with respect to the conduct of the Meeting and procedures to be followed during the Meeting.