0001104659-18-049622.txt : 20180806 0001104659-18-049622.hdr.sgml : 20180806 20180806060527 ACCESSION NUMBER: 0001104659-18-049622 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180806 DATE AS OF CHANGE: 20180806 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Global 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: 18993388 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 FORMER COMPANY: FORMER CONFORMED NAME: China Cord Blood Corp DATE OF NAME CHANGE: 20090707 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Magnum Opus International (PTC) Ltd CENTRAL INDEX KEY: 0001633053 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SUITE B,10/F, HONG KONG DIAMOND EXCHANGE STREET 2: BUILDING, NOS. 8-10 DUDDELL STRET CITY: CENTRAL HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852-3605-8180 MAIL ADDRESS: STREET 1: SUITE B,10/F, HONG KONG DIAMOND EXCHANGE STREET 2: BUILDING, NOS. 8-10 DUDDELL STRET CITY: CENTRAL HONG KONG STATE: K3 ZIP: 00000 SC 13D/A 1 a18-18256_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

(Amendment No. 2)

 

Under the Securities Exchange Act of 1934

Global Cord Blood Corporation

(Name of Issuer)

 

Ordinary Shares, par value $0.0001

(Title of Class of Securities)

 

G39342103

(CUSIP Number)

 

Albert Chen

c/o Magnum Opus International (PTC) Limited

48th Floor, Bank of China Tower

1 Garden Road, Central

Hong Kong S.A.R.

Telephone: +852 3605-8180

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

 

With a copy to:

 

Mitchell S. Nussbaum, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

(212) 407-4159

 

August 2, 2018

(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(e), 13d-1(f) or 13d-1(g) 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 Rule 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. G39342103

13D

 

 

 

 

 

 

 

 

1

 

Name of reporting person

Magnum Opus International (PTC) Limited

2

 

Check the appropriate box if a member of a group

(a)  o       (b)  o  

3

 

SEC use only

 

4

 

Source of funds

SC

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

     6,549,382

  

  8

  

Shared voting power

     0

  

  9

  

Sole dispositive power

    6,549,382

  

10

  

Shared dispositive power

     0

11

 

Aggregate amount beneficially owned by each reporting person

    6,549,382 (1)

12

 

Check box if the aggregate amount in Row (11) excludes certain shares    o

 

13

 

Percent of class represented by amount in Row (11)

     5.4% (2)

14

 

Type of reporting person

     CO

 

(1) Magnum Opus International (PTC) Limited, the reporting person (“Reporting Person”), hereby disclaims beneficial ownership of the securities referred to above, except to the extent the exercise of its discretionary trust powers vests the Reporting Person with voting and/or dispositive control over such securities.  Accordingly, the filing of this Schedule 13D shall not be construed as an admission that the Reporting Person is, for the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Schedule 13D.  Due to his ownership of all the outstanding interests in Mag Ops Limited, which is the sole owner of the Reporting Person, Mr. Albert Chen (“Mr. Chen”) may be deemed to beneficially own the securities referred to above, which beneficial ownership is hereby disclaimed by Mr. Chen, except to the extent of his pecuriary interest therein.

 

(2) Based upon 120,824,742 Shares (as defined below) outstanding as of March 31, 2018 as disclosed in Global Cord Blood Corporation’s report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on July 23, 2018.

 

2


 

This Amendment No. 2 is being filed Magnum Opus International (PTC) Limited (the “Reporting Person”), in its capacity as the trustee of The Magnum Opus International Trust (the “Trust”), a discretionary trust established under the laws of Hong Kong S.A.R.

 

This Amendment No. 2 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on February 10, 2015 by Magnum Opus International (PTC) Limited, as previously amended and supplemented by an amendment to Schedule 13D filed on October 27, 2016 (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 2.        Identity and Background.

 

The first paragraph of Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

This Statement is filed by Magnum Opus International (PTC) Limited (the “Reporting Person”), in its capacity as the trustee of The Magnum Opus International Trust (the “Trust”), a discretionary trust established under the laws of Hong Kong S.A.R.  The Reporting Person was incorporated under the laws of the British Virgin Islands, with its registered office address located at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands. The Reporting Person was incorporated to hold properties (including the 7,080,000 Issuer’s Shares and certain funds) to facilitate the Issuer’s RSU Scheme (as defined below). During March 2018, the 7,080,000 RSUs were fully vested pursuant to the Issuer’s RSU Scheme. The respective executives, directors and key employees, who have vested interest in the 7,080,000 Shares (“Beneficiaries”), appointed the Reporting Person to continue to hold the 7,080,000 Shares. On August 2, 2018, the Reporting Person transferred 530,618 Shares to certain Beneficiaries and holds the remaining 6,549,382 Shares in accordance with the Deed of Settlement for the benefit of the Beneficiaries.

 

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers, directors and each person controlling the Reporting Person, as applicable (collectively, the “Listed Persons”), required by Item 2 of Schedule 13D, is provided on Schedule A hereto and is incorporated by reference herein.

 

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:

 

During March 2018, the 7,080,000 RSUs were fully vested pursuant to the Issuer’s RSU Scheme. The Beneficiaries, who have vested interest in the 7,080,000 Shares, appointed the Reporting Person to continue to hold the 7,080,000 Shares.

 

On August 2, 2018, the Reporting Person transferred the ownership of 530,618 Shares to certain Beneficiaries. As a result of the share transfer, the Reporting Person holds the remaining 6,549,382 Shares in accordance with the Deed of Settlement for the benefit of the Beneficiaries.

 

Item 4.        Purpose of Transaction

 

The second paragraph of Item 4 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

On 15 December 2014, the Trust subscribed for the Shares to facilitate the granting and subsequent vesting of incentive RSUs to certain executives, directors and key employees of the Issuer and holds such Shares for the benefit of such executives, director and key employees. After the vesting of 7,080,000 RSUs during March 2018, the Beneficiaries, who have vested interest in the 7,080,000 Shares, appointed the Reporting Person to continue to hold the 7,080,000 Shares. On August 2,  2018, the Reporting Person transferred the ownership of  530,618 Shares to certain Beneficiaries and holds the remaining 6,549,382 Shares in accordance with the Deed of Settlement for the benefit of the Beneficiaries.

 

3


 

Item 5.        Interest in Securities of the Issuer.

 

Item 5 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

During March 2018, all the RSUs pursuant to the Issuer’s RSU Scheme held by the Reporting Person were fully vested. The Beneficiaries, who have vested interest in the 7,080,000 Shares, appointed the Reporting Person to continue to hold the 7,080,000 Shares. On August 2, 2018, the Reporting Person transferred the ownership of  530,618 Shares to certain Beneficiaries and holds the remaining 6,549,382 Shares in accordance with the Deed of Settlement for the benefit of the Beneficiaries.

 

4


 

SIGNATURE

 

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

 

Dated: August 6, 2018

 

 

Magnum Opus International (PTC) Limited

 

 

 

By:

/s/ Albert Chen

 

Name:

Albert Chen

 

Title:

Sole director and member of Mag Ops Limited, a director and the sole member of Magnum Opus International (PTC) Limited

 

 

 

 

By:

/s/ Ching Ying Carol Gaw

 

Name:

Ching Ying Carol Gaw

 

Title:

Director of Green Frontier Limited, a director of Magnum Opus International (PTC) Limited

 

5


 

SCHEDULE A

 

EXECUTIVE OFFICERS, DIRECTORS AND CONTROLLING PERSONS OF THE REPORTING PERSON

 

Name

 

Present Principal
Business/Occupation

 

Business Address(es)

 

Place of
Organization/Citizenship

Mag Ops Limited

 

Director and Sole Member of the Reporting Person

 

OMC Chambers, Wickhams, Cay 1, Road Town, Tortola, British Virgin Islands

 

British Virgin Islands

Albert Chen

 

Sole Director and Member of Mag Ops Limited;
Director and Chief Financial Officer of the Issuer

 

c/o Mag Ops Limited
OMC Chambers, Wickhams, Cay 1, Road Town, Tortola, British Virgin Islands;
c/o The Board of Directors of Global Cord Blood Corporation
48th Floor, Bank of China Tower,
1 Garden Road, Central,
Hong Kong S.A.R.

 

Hong Kong S.A.R.

Green Frontier Limited

 

Director of the Reporting Person

 

Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands

 

British Virgin Islands

Ching Ying Carol Gaw

 

Director of Green Frontier Limited

 

c/o Green Frontier Limited
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands

 

Hong Kong S.A.R.

 

6


 

SCHEDULE B

 

SHARE OWNERSHIP OF PERSONS LISTED ON SCHEDULE A

 

The following table sets forth, as of August 2, 2018, certain information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of Shares beneficially owned by each of the persons listed on Schedule A.

 

Beneficial ownership includes voting or investment power with respect to the securities and takes into consideration options and warrants exercisable by a person within 60 days after August 2, 2018. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Shares shown as beneficially owned by them.

 

 

 

Number of Shares
Beneficially Owned

 

Percentage of
Ownership (1)

 

Persons listed on Schedule A:

 

 

 

 

 

Mag Ops Limited(2)

 

—

 

—

 

Albert Chen

 

*

 

*

 

Green Frontier Limited(3)

 

—

 

—

 

Ching Ying Carol Gaw

 

—

 

—

 

 

* less than 1%

 

(1)                                 Based on 120,824,742 Shares outstanding as of March 31, 2018 as disclosed in Global Cord Blood Corporation’s report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on July 23, 2018.

 

(2)                                 Albert Chen is the sole director and member of Mag Ops Limited.

 

(3)                                 Ching Ying Carol Gaw is the sole director of Green Frontier Limited.

 

7