Amended Statement of Beneficial Ownership (sc 13d/a)
May 13 2022 - 11:55AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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 12, 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).
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.
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.
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
78,874,106 |
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.
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.
INTRODUCTORY NOTE
This Amendment No. 2 to Schedule 13D (this “Amendment
No. 2”) related to the Schedule 13D filed on February 8, 2018, as amended prior to this Amendment No. 2 (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. 2, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 2
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 12, 2022, in response to
the Notice of Petition and a summons filed by the Petitioner, an ex parte order (the “Ex Parte Order”) was issued by
the Grand Court of the Cayman Islands, enjoining certain activities of the Issuer, including preventing the Issuer from proceeding with
the Cellenkos Transaction or any ancillary or related transaction, and from issuing any additional shares, pending the holding of an extraordinary
general meeting at which approval of the Cellenkos Transaction is properly obtained. The Ex Parte Order is attached hereto as Exhibit A
and incorporated herein by reference.
ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS |
Exhibit A – Ex Parte Order
|
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) |
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|
|
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By: |
/s/ Lei Wang |
|
Name: |
Lei Wang |
|
Title: |
Authorized Signatory |
|
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|
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Nanjing Ying Peng Asset Management Co., Ltd. |
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|
|
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By: |
/s/ Lei Wang |
|
Name: |
Lei Wang |
|
Title: |
Executive Director |
|
|
|
|
YAFEI YUAN |
|
|
|
|
By: |
/s/ Yafei Yuan |
|
Name: |
Yafei YUAN |
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