0001104659-15-072592.txt : 20151026 0001104659-15-072592.hdr.sgml : 20151026 20151026075510 ACCESSION NUMBER: 0001104659-15-072592 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151026 DATE AS OF CHANGE: 20151026 GROUP MEMBERS: BIO GARDEN INC. GROUP MEMBERS: EXCELLENT CHINA HEALTHCARE INVESTMENT LTD GROUP MEMBERS: GOLDEN MEDITECH STEM CELLS (BVI) CO LTD GROUP MEMBERS: MAGNUM OPUS 2 INTERNATIONAL HOLDINGS LTD GROUP MEMBERS: YUEN KAM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Cord Blood Corp CENTRAL INDEX KEY: 0001467808 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84917 FILM NUMBER: 151174139 BUSINESS ADDRESS: STREET 1: 48 FL., BANK OF CHINA TOWER STREET 2: 1 GARDEN ROAD CITY: CENTRAL HONG KONG STATE: K3 ZIP: 000000 BUSINESS PHONE: 852-3605-8180 MAIL ADDRESS: STREET 1: 48 FL., BANK OF CHINA TOWER STREET 2: 1 GARDEN ROAD CITY: CENTRAL HONG KONG STATE: K3 ZIP: 000000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Golden Meditech Holdings Ltd CENTRAL INDEX KEY: 0001353230 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SUITE A, 36/F, BANK OF CHINA TOWER STREET 2: 1 GARDEN ROAD, CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852-28683369 MAIL ADDRESS: STREET 1: SUITE A, 36/F, BANK OF CHINA TOWER STREET 2: 1 GARDEN ROAD, CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Golden Meditech CO LTD DATE OF NAME CHANGE: 20060214 SC 13D/A 1 a15-21691_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

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

 

China Cord Blood Corporation

(Name of Issuer)

 

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

 

G21107100

(CUSIP Number)

 

Yuen Kam

48th Floor, Bank of China Tower

1 Garden Road, Central

Hong Kong S.A.R.

(852) 3605-8180

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

 

With a copy to:

 

Paul Strecker, Esq.

Shearman & Sterling

12th Floor, Gloucester Tower

The Landmark

15 Queen’s Road Central

Hong Kong

(852) 2978 8000

 

October 26, 2015

(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).

 


 

 CUSIP No. G21107100

13D/A

 

 

1

Name of Reporting Persons
Golden Meditech Stem Cells (BVI) Company Limited

 

Check the Appropriate Box if a Member of a Group

2

(a)

o

 

(b)

x

3

SEC Use Only

4

Source of Funds (See Instructions)
OO

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 o

6

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
30,681,266

8

Shared Voting Power
0

9

Sole Dispositive Power
30,681,266

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
30,681,266

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 o

13

Percent of Class Represented by Amount in Row (11)
38.3%

14

Type of Reporting Person (See Instructions)
CO

 

1


 

 CUSIP No. G21107100

13D/A

 

 

1

Name of Reporting Persons
Golden Meditech Holdings Limited

 

Check the Appropriate Box if a Member of a Group (See Instructions)

2

(a)

o

 

(b)

x

3

SEC Use Only

4

Source of Funds (See Instructions)
OO

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 o

6

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
30,681,266

8

Shared Voting Power
0

9

Sole Dispositive Power
30,681,266

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
30,681,266

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 o

13

Percent of Class Represented by Amount in Row (11)
38.3%

14

Type of Reporting Person (See Instructions)
CO

 

2


 

 CUSIP No. G21107100

13D/A

 

 

1

Name of Reporting Persons
Bio Garden Inc.

 

Check the Appropriate Box if a Member of a Group

2

(a)

o

 

(b)

x

3

SEC Use Only

4

Source of Funds (See Instructions)
OO

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 o

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
11,561,985

9

Sole Dispositive Power
0

10

Shared Dispositive Power
11,561,985

11

Aggregate Amount Beneficially Owned by Each Reporting Person
11,561,985

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 o

13

Percent of Class Represented by Amount in Row (11)
14.4%

14

Type of Reporting Person (See Instructions)
CO

 

3


 

 CUSIP No. G21107100

13D/A

 

 

1

Name of Reporting Persons
Excellent China Healthcare Investment Limited

 

Check the Appropriate Box if a Member of a Group

2

(a)

o

 

(b)

x

3

SEC Use Only

4

Source of Funds (See Instructions)
OO

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 o

6

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
22,903,454

8

Shared Voting Power
0

9

Sole Dispositive Power
22,903,454

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,903,454

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 o

13

Percent of Class Represented by Amount in Row (11)
22.2%

14

Type of Reporting Person (See Instructions)
CO

 

4


 

 CUSIP No. G21107100

13D/A

 

 

1

Name of Reporting Persons
Magnum Opus 2 International Holdings Limited

 

Check the Appropriate Box if a Member of a Group

2

(a)

o

 

(b)

x

3

SEC Use Only

4

Source of Funds (See Instructions)
OO

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 o

6

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
22,903,454

8

Shared Voting Power
0

9

Sole Dispositive Power
22,903,454

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,903,454

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 o

13

Percent of Class Represented by Amount in Row (11)
22.2%

14

Type of Reporting Person (See Instructions)
CO

 

5


 

 CUSIP No. G21107100

13D/A

 

 

1

Name of Reporting Persons
Yuen Kam

 

Check the Appropriate Box if a Member of a Group

2

(a)

o

 

(b)

x

3

SEC Use Only

4

Source of Funds (See Instructions)
OO

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 o

6

Citizenship or Place of Organization
Hong Kong S.A.R.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
32,069,805

8

Shared Voting Power
11,576,182

9

Sole Dispositive Power
32,069,805

10

Shared Dispositive Power
11,576,182

11

Aggregate Amount Beneficially Owned by Each Reporting Person
43,645,987

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 o

13

Percent of Class Represented by Amount in Row (11)
39.0%

14

Type of Reporting Person (See Instructions)
IN

 

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.

 

Name

 

Shares
Beneficially
Owned

 

Percentage
of Total(1)

 

Sole Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

GM Stem Cells

 

30,681,266

 

38.3

%

30,681,266

 

—

 

30,681,266

 

—

 

Golden Meditech(2)

 

30,681,266

 

38.3

%

30,681,266

 

—

 

30,681,266

 

—

 

Bio Garden(3)

 

11,561,985

 

14.4

%

—

 

11,561,985

 

—

 

11,561,985

 

ECHIL(4)

 

22,903,454

 

22.2

%

22,903,454

 

—

 

22,903,454

 

—

 

MO2(5)

 

22,903,454

 

22.2

%

22,903,454

 

—

 

22,903,454

 

—

 

Mr. Kam(6)

 

43,645,987

 

39.0

%

32,069,805

 

11,576,182

 

32,069,805

 

11,576,182

 

 

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

 

 

 

GOLDEN MEDITECH STEM CELLS (BVI) COMPANY LIMITED

 

 

 

By:

/s/ Yuen Kam

 

 

Name: Yuen Kam

 

 

Title: Director

 

 

 

 

GOLDEN MEDITECH HOLDINGS LIMITED

 

 

 

 

By:

/s/ Yuen Kam

 

 

Name: Yuen Kam

 

 

Title: Chairman and Chief Executive Officer

 

 

 

 

BIO GARDEN INC.

 

 

 

 

By:

/s/ Yuen Kam

 

 

Name: Yuen Kam

 

 

Title: Director

 

 

 

 

EXCELLENT CHINA HEALTHCARE INVESTMENT LIMITED

 

 

 

 

By:

/s/ Yuen Kam

 

 

Name: Yuen Kam

 

 

Title: Director

 

 

 

 

MAGNUM OPUS 2 INTERNATIONAL HOLDINGS LIMITED

 

 

 

 

By:

/s/ Yuen Kam

 

 

Name: Yuen Kam

 

 

Title: Director

 

 

 

 

YUEN KAM

 

 

 

 

/s/ Yuen Kam

 

10