Sec Form 13D Filing - Blue Ocean Structure Investment Co Ltd filing for GLOBAL CORD BLOOD CORP SHS (CORBF) - 2022-05-23

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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) ¨
(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

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) ¨
(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

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) ¨
(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

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) ¨
(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

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) ¨
(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%*

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 A – Blue Ocean Comments on Fraudulent Claims from Conflicted Party Regarding Global Blood Corporation

 

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