UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2022

 

Commission File Number: 001-34541

 

GLOBAL CORD BLOOD CORPORATION

(Translation of registrant’s name into English)

 

48th Floor, Bank of China Tower

1 Garden Road

Central

Hong Kong S.A.R.

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x           Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

Legal Proceedings

 

On September 22, 2022, the Grand Court of the Cayman Islands issued an order (the “Order”) appointing Margot MacInnis and John Royle of Grant Thornton Specialist Services (Cayman) Limited, and Chow Tsz Nga Georgia of Grant Thornton Recovery & Reorganisation Limited, as joint provisional liquidators of Global Cord Blood Corporation (the “Company”) pursuant to Section 104(2) of the Companies Act (2022 Revision). A copy of the Order is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Following the issuance of the Order, the New York Stock Exchange has halted trading in the Company's Ordinary Shares effective September 23, 2022 (the “Trading Halt”).

 

On September 26, 2022, the Company issued a press release regarding the Order and the Trading Halt. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

 

Exhibits

 

Exhibit No.		Description
99.1		Order of the Grand Court of the Cayman Islands
99.2		Press release dated September 26, 2022.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	GLOBAL CORD BLOOD CORPORATION
	By:	/s/ Margot Maclnnis
	Name:	Margot MacInnis
	Title:	Joint Provisional Liquidator by Order of the Grand Court of the Cayman Islands

 

Dated: September 26, 2022

 

 

Exhibit 99.1

 

ORDER

 

 

 

IN THE GRAND COURT OF THE CAYMAN ISLANDS
Financial Services DIVISION
		FSD CAUSE NO.108 OF 2022 (IKJ)
IN THE MATTER OF SECTION 92 OF THE COMPANIES ACT (2022 REVISION)
AND
IN THE MATTER OF GLOBAL CORD BLOOD CORPORATION
BETWEEN	Blue Ocean Structure Investment Company Limited		PETITIONER
and	Global Cord Blood Corporation		Respondent
	ORDER

UPON the application of Petitioner by its Summons dated 22 August 2022 for the appointment of joint provisional liquidators pursuant to section 104(2) of the Companies Act (2022 Revision) (the "Companies Act")

 

AND UPON HEARING COUNSEL for the Petitioner

 

AND UPON READING the Amended Petition filed herein

 

AND UPON READING the affirmations and affidavits set out in Schedule 1 hereto

 

THIS ORDER was ISSUED 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.

 

 

AND UPON the Petitioner undertaking by their Counsel to the Court that if the Court later finds that this Order has caused loss to the Company and decides that the Company should be compensated for that loss, the Petitioner will comply with any Order the Court may make, insofar as such undertaking be limited to the value of the Petitioner's shares in the Company

 

IT IS HEREBY ORDERED as follows:

 

1.

That Margot Maclnnis and John Royle of Grant Thornton Specialist Services (Cayman) Limited, 2nd Floor, Century Yard, Cricket Square, Grand Cayman KY1-1102, Cayman Islands and Chow Tsz Nga Georgia are hereby appointed as joint provisional liquidators ("JPLs") of the Company. The contact details for the JPLs are:

 

Margot Maclnnis

Grant Thornton Specialist Services (Cayman) Limited

2^nd Floor, Century Yard, Cricket Square

PO Box 1044

Grand Cayman KY1-1102

Cayman Islands

T: +1 (345) 949 7100

E: [email protected]

 

John Royle

Grant Thornton Specialist Services (Cayman) Limited

2^nd Floor, Century Yard, Cricket Square

Grand Cayman KY1-1102

Cayman Islands

T: +1 (345) 949 7100

E: [email protected]

 

Chow Tsz Nga Georgia

Grant Thornton Recovery & Reorganisation Limited

11^th Floor, Lee Garden Two

28 Yun Pin Road

Causeway Bay

Hong Kong S.A.R.

T: +852 3987 1500

E: [email protected]

 

THIS ORDER was ISSUED 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.

 

 

2.

The JPLs shall not be required to give security for their appointment.

 

3.

The JPLs have the power to act jointly and severally in their capacity as provisional liquidators of the Company and have the power to conduct the ordinary, day-to-day business operations of the Company.

 

4.

The JPLs are hereby directed jointly and severally to take such steps as, in their discretion, may be necessary or expedient:

 

(a)

for the protection and preservation of the value of the Company's assets, rights and/or property of every description whether held by the Company, its subsidiaries or any other person; and

 

(b)

for preventing the dissipation or misuse of the Company's assets and those of its subsidiaries.

 

5.

For the purposes set out at paragraph 4 above, the JPLs be directed to investigate and report on the affairs of the Company within and outside the Cayman Islands, including in the People's Republic of China (the "PRC") and Hong Kong SAR.

 

6.

The JPLs be authorised to exercise without further sanction or order of the Court within and outside the Cayman Islands the powers specified in Part II of the Third Schedule to the Companies Act, namely:

 

(a)

The power to take possession of, collect and get in the property of the Company and for that purpose to take all such proceedings as they consider necessary;

 

(b)

The power to do all acts and execute, in the name and on behalf of the Company, all deeds, receipts and other documents and for that purpose to use, when necessary, the Company seal;

 

(c)

The power to discharge all costs, expenses and debts incurred by the Company as expenses or disbursements properly incurred in the provisional liquidation; and

 

(d)

The power to do all other things incidental to the exercise of their powers.

 

THIS ORDER was ISSUED 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.

 

 

7.

Further, the JPLs be authorised to exercise without further sanction or order of the Court within and outside the Cayman Islands the following powers as specified in Part I of the Third Schedule to the Companies Act:

 

(a)

The power to engage staff (whether or not as employees of the Company) to assist in the performance of their functions as JPLs; and

 

(b)

The power to engage attorneys and other professionally qualified persons to assist them in the performance of their functions.

 

(c)

Power to make any compromise or arrangement with creditors or persons claiming to be creditors or having or alleging themselves to have any claim (present or future, certain or contingent, ascertained or sounding only in damages) against the company or for which the company may be rendered liable.

 

8.

Further and in any event, the JPLs be authorised to exercise without further sanction or order of the Court within and outside the Cayman Islands the following powers:

 

(a)

The power to bring or defend any action or other legal proceeding in the name and on behalf of the Company other than the Petition;

 

(b)

The power to commence winding up proceedings and/or any insolvency process in the Cayman Islands or any other country in respect of any subsidiaries of the Company;

 

(c)

The power to ascertain, demand, receive and give valid receipts for and protect the moneys, properties, securities, debts and things in action and all other assets of the Company, whether within or outside the jurisdiction of this Court and for that purpose to take all such proceedings as they consider necessary;

 

(d)

The power to collect, get in, inspect, review, secure, take possession of and copy the books, records, and documents of the Company and its subsidiaries (whether in hard copy, electronic form or otherwise), with or without the assistance of the Court or a court of competent jurisdiction, in order to: (i) ascertain, and conduct investigations of, the affairs of the Company and its subsidiaries; (ii) prevent destruction and/or alteration of those documents and for those purposes to take all such proceedings as the JPLs consider necessary. For the avoidance of doubt, such powers shall include but are not limited to:

 

THIS ORDER was ISSUED 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.

 

 

i.

requiring any of the directors and/or former directors of the Company and its subsidiaries to provide to the JPLs any documents and/or information of the Company and its subsidiaries in their possession or control; and

 

ii.

requiring any service providers of the Company and its subsidiaries to provide to the JPLs any documents and/or information in their possession or control which the Company and/or any of its subsidiaries has a right to receive;

 

(e)

The power to do all such things as may be necessary or expedient for the protection or recovery of the Company's property at law or in equity in such jurisdictions as may be appropriate including, without limitation, in the Cayman Islands, BVI, PRC and Hong Kong;

 

(f)

The power to examine individuals on oath or otherwise, both with or without the assistance of the Court or any court of competent jurisdiction, if the JPLs consider it expedient for the purpose of protecting the assets of the Company including as part of the investigation referred to at paragraph 5 above;

 

(g)

The power to take control of the subsidiaries of, and other companies controlled by, the Company (or such shares of subsidiaries or companies controlled by the Company), to manage the affairs or carry on or close or cease to operate all or any part of the business of such subsidiaries or companies (in accordance with the constitutional documents of such companies) if the JPLs consider it expedient for the purpose of protecting the assets of the Company, including as part of the investigation referred to at paragraph 5 above;

 

(h)

With the leave of the Court, to call or cause to be called such meetings of shareholders of the Company or its subsidiaries or companies otherwise controlled by the Company (in accordance with the constitutional documents of such companies) as the JPLs consider it necessary to remove directors or appoint additional directors to the Boards of Directors of such companies as the JPLs consider expedient for the purpose of protecting the assets of the Company including by assisting with the investigation referred to at paragraph 5 above;

 

(i)

The JPLs have the power to do all such things as may be necessary or expedient to freeze or preserve assets held by any person or entity, whether a related party or otherwise, against which the Company has a claim and where there is a risk of dissipation in such jurisdictions as may be appropriate including, without limitation, in the Cayman Islands, BVI, the PRC and Hong Kong;

 

THIS ORDER was ISSUED 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.

 

 

(j)

The power to carry on the business of the Company, save that the JPLs shall not make payment on any indemnity save with further order of the Court;

 

(k)

The power to communicate with and carry out any necessary filings with regulatory bodies as appropriate, including, without limitation, the Cayman Islands Registrar of Companies, the Cayman Islands Monetary Authority, the New York Stock Exchange and the US Securities and Exchange Commission, in the name and on behalf of the Company;

 

(l)

The power to appoint agents in the Cayman Islands, BVI, PRC and Hong Kong and elsewhere to do any business contemplated by this Order which they are unable to do themselves or which can more conveniently be done by an agent;

 

(m)

The power to terminate, complete, or perfect any agreements or transactions relating to the business of the Company including, without prejudice to the generality of this power, to novate or assign any such agreements or transactions, so far as may be necessary for the purpose of managing the affairs of the Company and protecting the assets of the Company;

 

(n)

The power to open or to close any bank accounts in the name and on behalf of the Company and to open any bank accounts on behalf of the Company (in provisional liquidation) for the purpose of paying the costs and expenses of the provisional liquidation;

 

(o)

The power to render and pay invoices out of the assets of the Company for their own remuneration at the rates prescribed by the Insolvency Practitioners' Regulations 2022 (IPRs) together with all reasonable costs, charges and expenses of their attorneys, and all other agents, managers, accountants or other persons that the JPLs shall employ on an account basis and subject to final approval by the Court in accordance with paragraph 9(p) below;

 

(p)

Pursuant to Regulation 10 of the IPRs the JPLs shall apply to the Court for the approval of their remuneration, such application being made on notice to the Company;

 

(q)

The power to employ, appoint, and to dismiss officers and employees of the Company, including the current directors of the Company; and

 

(r)

The power to effect insurance in relation to the Company's business, assets and operations.

 

9.

The powers of the Company’s Board of Directors are hereby suspended, save insofar as the JPLs may restore any powers of the directors of the Company in writing as the JPLs in their absolute discretion shall see fit having determined that the exercise of such power is necessary to give effect to this Order.

 

THIS ORDER was ISSUED 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.

 

 

10.

The JPLs be authorised to take any such action as may be necessary or desirable to obtain recognition of the JPLs and/or their appointment in the PRC, Hong Kong and in any other relevant jurisdiction and to make applications to the courts of such jurisdictions for that purpose or for the purpose of obtaining information to assist them in their investigations pursuant to paragraph 5 of this Order.

 

11.

Until further order, the directors and former management of the Company and its wholly owned subsidiaries as at the date of this Order, shall assist the JPLs in the exercise of their powers and duties, including but not limited to consulting and meeting with the JPLs as the JPLs may require and providing all such documents, information and assistance as the JPLs may request.

 

12.

The JPLs shall prepare and file written reports to the Court and provide copies to the Company, the Petitioner and the contributories of the Company (the "JPL Reports") setting out the JPLs' analysis and conclusions with respect to their investigations. In the JPL Reports, the JPLs shall inter alia include confirmation and details of whether they have identified as part of their investigations, or have reason to believe, that there may be wrongdoing or potential wrongdoing by any office holders in the Company or parties connected to the Company. In particular, the JPLs shall prepare, file, and provide copies to the Company, the Petitioner, and the contributories, of the following JPL Reports:

 

i.

within 28 days, a progress report setting out the status of the JPLs' investigations; and

 

ii.

within 70 days, a further report setting out the status of their investigations and conclusions to date.

 

13.

No disposition of the Company's property by or with the authority of the JPLs in carrying out their duties and functions and exercise of their powers under this Order shall be voided by virtue of section 99 of the Companies Act.

 

14.

No suit, action or other proceedings, including criminal proceedings, shall be proceeded with or commenced against the Company in accordance with section 97 of the Companies Act except with the leave of the Court and subject to such terms as the Court may impose.

 

15.

The appointment of the JPLs be advertised once in the Cayman Islands Gazette and once, in English, in the International Edition of The Wall Street Journal, once in English in The China Daily and once in Chinese in a Chinese language newspaper with national circulation in the PRC, as soon as reasonably practicable.

 

THIS ORDER was ISSUED 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.

 

 

16.

The JPLs and the Company have liberty to apply.

 

17.

The costs of this application shall be taxed and paid out of the assets of the Company.

 

DATED this 22nd day of September 2022

FILED this 22nd day of September 2022

 

Signed by:lan Kawaley, Judge of the Gra Signed at:2022-09-22 18:44:02 -04:00 Reason:Approved by Ian Kawaley, Judge

HONOURABLE MR JUSTICE KAWALEY

JUDGE OF THE GRAND COURT

 

THIS ORDER was ISSUED 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.

 

 

Schedule 1

Table of Affidavits & Affirmations

 

	Affidavits / Affirmations	Dated
1.	First Affidavit of Margot MacInnis	9 May 2022
2.	First Affidavit of John Paul Royle	9 May 2022
3.	First Affidavit of Chow Tsz Nga Georgia	10 May 2022
4.	First Affirmation of Siqi Wang	10 August 2022
5.	Sixth Affirmation of Xiaoyang Chen	23 August 2022
6.	Sixth Affidavit of Chen Bing Chuen Albert	9 September 2022
7.	Third Affidavit of Mark D. Chen	9 September 2022

 

THIS ORDER was ISSUED 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.

 

 

Exhibit 99.2

 

 

 

Global Cord Blood Corporation Announces Appointment of Joint Provisional Liquidators by The Grand Court Of The Cayman Islands

 

HONG KONG, China, September 26, 2022 - Global Cord Blood Corporation (NYSE: CO) (“GCBC” or the “Company”), China’s leading provider of cord blood collection, laboratory testing, hematopoietic stem cell processing, and stem cell storage services, today announced that an order was made by the Grand Court of the Cayman Islands (“Grand Court”) on September 22, 2022 (the “Order”) appointing Margot MacInnis and John Royle of Grant Thornton Specialist Services (Cayman) Limited and Chow Tsz Nga Georgia of Grant Thornton Recovery & Reorganisation Limited as the Joint Provisional Liquidators of the Company (the “Joint Provisional Liquidators”). Upon the making of the Order, the powers of the directors of the Company are suspended. Blue Ocean Structure Investment Company Limited, a shareholder of the Company, filed a petition on August 22, 2022 in the Grand Court requesting the appointment.

 

Following the issuance of the Order, The New York Stock Exchange (the “NYSE”) halted trading in the Company’s Ordinary Shares effective September 23, 2022.

 

The Joint Provisional Liquidators are authorized and empowered by the Grand Court to take such steps as they consider necessary or expedient to protect the Company’s assets. The powers of the Joint Provisional Liquidators include, among other things, the power to defend any actions or legal proceedings on behalf of the Company, to investigate and conduct the affairs of the Company, to engage staff and advisors to assist them in the performance of their functions, to take possession of and collect the Company’s property and to execute all agreements and documents on behalf of the Company.

 

The Joint Provisional Liquidators are required to file a progress report to the Grand Court within 28 days of the Order and a further report within 70 days of the Order. At the current time, the Joint Provisional Liquidators expect the Company to continue operating its businesses. Depending on a number of factors, at any future hearings the Grand Court may (i) dismiss the petition and hand control back to the directors, (ii) adjourn the petition to allow the Joint Provisional Liquidators to continue in office, (iii) make a winding up order, or (iv) make any other order as it sees fit.

 

The Order further provides that no lawsuit, action or other judicial proceedings, including criminal proceedings, shall be proceeded with or commenced against the Company, except with the leave of the Grand Court and subject to such terms as the Grand Court may impose.

 

 

 

 

About Global Cord Blood Corporation

 

Global Cord Blood Corporation is the first and largest umbilical cord blood banking operator in China in terms of geographical coverage and the only cord blood banking operator with multiple licenses. Global Cord Blood Corporation provides cord blood collection, laboratory testing, hematopoietic stem cell processing and stem cell storage services. For more information, please visit the Company’s website at:

 

http://www.globalcordbloodcorporation.com.

 

Safe Harbor Statement

 

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events, performance and results of operations, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, the impact of the Order and steps taken by the Joint Provisional Liquidators pursuant thereto on the Company’s business, operations and reputation, the NYSE’s trading halt, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in statements filed from time to time with the U.S. Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

 

For more information, please email:

 

[email protected]