Under the Securities Exchange Act of 1934
(Amendment No. 14)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o.

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).

1

2

3

4

5

6

This Amendment No. 14 is being filed jointly by Golden Meditech Stem Cells (BVI) Company Limited (“GM Stem Cells”), Golden Meditech Holdings Limited (“Golden Meditech”), Bio Garden Inc. (“Bio Garden”), Excellent China Healthcare Investment Limited (“ECHIL”), Magnum Opus 2 International Holdings Limited (“MO2”) and Yuen Kam (“Mr. Kam”).

This Amendment No. 14 amends and supplements the statement on Schedule 13D jointly filed with the Securities and Exchange Commission on July 9, 2009 by GM Stem Cells and Golden Meditech, as previously amended and supplemented by amendments to Schedule 13D filed on June 23, 2011, September 30, 2011, April 12, 2012, May 2, 2012, October 4, 2012, July 11, 2013, August 25, 2014, April 27, 2015, May 4, 2015, May 8, 2015, July 27, 2015, August 6, 2015 and August 26, 2015 (as so amended, the “Original Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Schedule 13D.

Item 4.                          Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On October 22, 2015, Golden Meditech entered into a non-binding memorandum of understanding (the “MOU”) with Nanjing Xinjiekou Department Store Co., Ltd. (“Nanjing Xinjiekou”).  Pursuant to the MOU, Nanjing Xinjiekou intends to enter into discussions with Golden Meditech regarding its possible participation in Golden Meditech’s proposed “going private” transaction involving the Company, as described in Golden Meditech’s preliminary non-binding proposal letter, dated April 27, 2015, to the board of directors of the Company. Nanjing Xinjiekou intends to evaluate and discuss with Golden Meditech the manner and terms upon which Nanjing Xinjiekou might participate in the proposed “going private” transaction, including, without limitation, by providing financing for the proposed transaction.

On October 26, 2015, Golden Meditech completed the Open Offer of 985,695,846 Offer Shares of Golden Meditech. Pursuant to the Underwriting Agreement, dated July 27, 2015, between Golden Meditech and Bio Garden, Bio Garden acted as the sole underwriter for Golden Meditech in the Open Offer. Bio Garden acquired a total of 743,704,302 Offer Shares of Golden Meditech in the Open Offer, including 308,379,302 Offer Shares which have not been taken up by the shareholders of Golden Meditech who are eligible to participate in the Open Offer. The total estimated net proceeds from the Open Offer amounted to approximately HK$960 million (after deducting the commission and expenses in relation to the Open Offer). Golden Meditech currently intends to apply all the net proceeds from the Open Offer for the purchase of the Magnum Note, the CGL Note and the CGL Sale Shares.

Item 5.                          Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a) – (b) The following table sets forth the beneficial ownership of Ordinary Shares of the Company for each of the Reporting Persons as of the date of this Amendment No. 14.

7

(1) As disclosed in the Form 20-F of the Company filed with the SEC on July 31, 2015, the Company had 80,083,248 Ordinary Shares outstanding as of March 31, 2015.

(2) Includes 30,681,266 Ordinary Shares held by GM Stem Cells.

(3) Includes 11,561,985 of the 30,681,266 Ordinary Shares beneficially owned by Golden Meditech. Bio Garden beneficially owns 37.6841838% of the ordinary shares of Golden Meditech.

(4) Includes 22,903,454 Ordinary Shares issuable upon conversion in full of the ECHIL Notes.

(5) Includes 22,903,454 Ordinary Shares issuable upon conversion in full of the ECHIL Notes.

(6) Includes (i) 357,331 Ordinary Shares held by Mr. Kam, (ii) 11,576,182 of the 30,681,266 Ordinary Shares beneficially owned by Golden Meditech, (iii) 8,809,020 Ordinary Shares issuable upon conversion in full of the Magnum Note held by Magnum Opus International Holdings Limited, a company wholly owned by Mr. Kam, and (iv) 22,903,454 Ordinary Shares issuable upon conversion in full of the ECHIL Notes. Mr. Kam beneficially owns 37.730459% of the ordinary shares of Golden Meditech assuming the exercise of vested share options held by Mr. Kam to purchase additional ordinary shares of Golden Meditech.

It is currently estimated that, Golden Meditech will acquire beneficial ownership of (i) an additional 16,123,035 Ordinary Shares following the completion of the sale of the CGL Sale Shares and the CGL Note under the CGL Purchase Agreement and assuming conversion into Ordinary Shares of the entire outstanding principal amount of the CGL-GM Note, and (ii) an additional 8,809,020 Ordinary Shares following the completion of the sale of the Magnum Note under the Magnum Purchase Agreement and assuming conversion into Ordinary Shares of the entire outstanding principal amount of the Magnum-GM Note. Accordingly, following the completion of the transactions described in each of (i) and (ii) above, Golden Meditech will beneficially own an aggregate of 55,613,321 Ordinary Shares, representing approximately 56.9% of the outstanding Ordinary Shares of the Company (based on (a) 80,083,248 Ordinary Shares currently outstanding, (b) the issuance of an additional 8,809,020 Ordinary Shares upon conversion in full of the CGL-GM Note, and (c) the issuance of an additional 8,809,020 Ordinary Shares upon conversion in full of the Magnum-GM Note).

Mr. Kam Yu Kong currently owns 282,193 Ordinary Shares and Ms. Ting Zheng currently owns 1,071,994 Ordinary Shares.

Due to the nature of the transactions described in this Schedule 13D, the Reporting Persons may be deemed to be part of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with each other. Except as disclosed in this Schedule 13D, each Reporting Person hereby expressly disclaims beneficial ownership of any Ordinary Shares beneficially owned by any of the other Reporting Persons or any other person, and does not affirm membership in a “group” (within the meaning of Rule 13(d)-5 of the Exchange Act) with any of the other Reporting Persons or any other person.

The description of the CGL Purchase Agreement, the Magnum Purchase Agreement, the Underwriting Agreement and the MO2 SPA in Item 3 is incorporated herein by reference in its entirety.

The description of the Share Charge, the GM Undertaking Letter, the BCHIL Undertaking Letter, the KKR Termination Agreement and the KKR Termination Deed in Item 6 is incorporated herein by reference in its entirety.

8

The description of the completion of the Open Offer in Item 4 is incorporated herein by reference in its entirety.

Item 6.                          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

The description of the MOU in Item 4 is incorporated herein by reference in its entirety.

The description of the completion of the Open Offer in Item 4 is incorporated herein by reference in its entirety.

9

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: October 26, 2015

10