SC 13D/A 1 a15-22252_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. 15)

 

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

 

November 3, 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

 

2

Check the Appropriate Box if a Member of a Group

 

 

(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

 

2


 

CUSIP No.  G21107100

13D/A

 

 

 

1

Name of Reporting Persons
Golden Meditech Holdings Limited

 

2

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

 

 

(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

 

3


 

CUSIP No.  G21107100

13D/A

 

 

 

1

Name of Reporting Persons
Bio Garden Inc.

 

2

Check the Appropriate Box if a Member of a Group

 

 

(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

 

4


 

CUSIP No.  G21107100

13D/A

 

 

 

1

Name of Reporting Persons
Excellent China Healthcare Investment Limited

 

2

Check the Appropriate Box if a Member of a Group

 

 

(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

 

5


 

CUSIP No.  G21107100

13D/A

 

 

 

1

Name of Reporting Persons
Magnum Opus 2 International Holdings Limited

 

2

Check the Appropriate Box if a Member of a Group

 

 

(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

 

6


 

CUSIP No.  G21107100

13D/A

 

 

 

1

Name of Reporting Persons
Yuen Kam

 

2

Check the Appropriate Box if a Member of a Group

 

 

(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

 

7


 

This Amendment No. 15 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. 15 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, August 26, 2015 and October 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 3.                             Source and Amount of Funds or Other Consideration.

 

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

On October 28, 2015, MO2 paid the remaining portion of the purchase price for the ECHIL Sale Shares. Concurrently with such payment, MO2 and BCHIL entered into a Deed of Release of Charge Over Shares, dated as of October 28, 2015 (the “Deed of Release”), releasing the Share Charge.

 

On November 3, 2015, ECHIL and Golden Meditech entered into a Convertible Note Sale Agreement, dated as of November 3, 2015 (the “CN Sale Agreement”), pursuant to which ECHIL agreed to sell, and Golden Meditech agreed to purchase, 100% of the outstanding principal amount of the ECHIL Notes. Pursuant to the CN Sale Agreement, the purchase price for the ECHIL Notes will be the aggregate of (i) US$13,300,000, (ii) the product of (A) US$6.40 and (B) the total number of Ordinary Shares into which the ECHIL Notes are convertible (the “ECHIL Conversion Shares”) as of August 26, 2015, (iii) the total amount of interest accrued but unpaid on 50% of the principal amount of the ECHIL Notes during the period from April 27, 2015 to August 26, 2015, and (iv) the total amount of interest accrued but unpaid on 50% of the principal amount of the ECHIL Notes during the period from April 27, 2015 to October 28, 2015.

 

If the Final Acquisition Price (as defined below) is higher than US$6.40, Golden Meditech will also pay to ECHIL (or to its order) an amount equal to the product of (a) the positive difference between the Final Acquisition Price and US$6.40 and (b) the number of ECHIL Conversion Shares as of August 26, 2015. The “Final Acquisition Price” means the sum of (x) the consideration per Ordinary Share paid to holders of the Ordinary Shares upon completion of the Acquisition pursuant to the definitive agreements of the Acquisition (including any amendments thereto, if any), and (y) the amount per Ordinary Share of all dividends or other distributions payable to the holders of Ordinary Shares declared after August 26, 2015 and prior to the closing of the Acquisition, if any. The “Acquisition” refers to the proposed acquisition by Golden Meditech or one of its controlled affiliates of the outstanding Ordinary Shares not currently owned by Golden Meditech or its affiliates pursuant to a merger of the Company with a controlled affiliate of Golden Meditech, resulting in a delisting of the Company from the New York Stock Exchange.  Golden Meditech intends to fund the purchase price for the ECHIL Notes by using internal funds, or raising future debt capital.

 

The completion of the sale of the ECHIL Notes is conditional upon, among other things, Golden Meditech obtaining approval from Golden Meditech’s independent shareholders.

 

The description of the CN Sale Agreement in this Item 3 is qualified in its entirety by reference to the complete text of the CN Sale Agreement, a copy of which is attached hereto as Exhibit 26 and is incorporated by reference in its entirety into this Item 3.

 

8


 

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:

 

The description of the Deed of Release and CN Sale Agreement in Item 3 is incorporated herein by reference in its entirety.

 

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. 15.

 

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

 

 

(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.

 

9


 

It is currently estimated that, Golden Meditech will acquire beneficial ownership of (i) an additional 22,903,454 Ordinary Shares following the completion of the sale of the ECHIL Notes under the CN Sale Agreement and assuming conversion into Ordinary Shares of the entire outstanding principal amount of the ECHIL Notes, (ii) 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 (iii) 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), (ii) and (iii) above, Golden Meditech will beneficially own an aggregate of 78,516,775 Ordinary Shares, representing approximately 65.1% of the outstanding Ordinary Shares of the Company (based on (a) 80,083,248 Ordinary Shares currently outstanding, (b) the issuance of an additional 22,903,454 Ordinary Shares upon conversion in full of the ECHIL Notes, (c) the issuance of an additional 8,809,020 Ordinary Shares upon conversion in full of the CGL-GM Note, and (d) 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.

 

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

 

The description of the Deed of Release and CN Sale Agreement in Item 3 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 Deed of Release and CN Sale Agreement in Item 3 is incorporated herein by reference in its entirety.

 

Item 7.                             Material to be Filed as Exhibits.

 

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

The following documents are filed as exhibits:

 

10


 

Exhibit No.

 

Description

Exhibit 26

 

CN Sale Agreement, dated as of November 3, 2015, between ECHIL and Golden Meditech.

 

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: November 3, 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

 

11