0001104659-22-071860.txt : 20220616 0001104659-22-071860.hdr.sgml : 20220616 20220616153930 ACCESSION NUMBER: 0001104659-22-071860 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220616 DATE AS OF CHANGE: 20220616 GROUP MEMBERS: DENDREON PHARMACEUTICALS LLC GROUP MEMBERS: NANJING XINJIEKOU DEPARTMENT STORE CO., LTD. GROUP MEMBERS: NANJING YING PENG ASSET MANAGEMENT CO., LTD. GROUP MEMBERS: NANJING YING PENG HUI KANG MEDICAL INDUSTRY INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP) GROUP MEMBERS: SANPOWER GROUP CO., LTD. GROUP MEMBERS: YAFEI YUAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Global Cord Blood Corp CENTRAL INDEX KEY: 0001467808 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84917 FILM NUMBER: 221020414 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: Blue Ocean Structure Investment Co Ltd CENTRAL INDEX KEY: 0001729271 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: VISTRA CORPORATE SERVICE CENTRE STREET 2: WICKHAMS CAY II, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 86(25)83274711 MAIL ADDRESS: STREET 1: VISTRA CORPORATE SERVICE CENTRE STREET 2: WICKHAMS CAY II, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 SC 13D/A 1 tm2218642d1_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

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)

June 16, 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 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.

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 81,528,662
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 81,528,662
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,528,662
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.1%⁽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 Form 6-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 2,000,000
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 2,000,000

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%⁽⁵⁾
14.	TYPE OF REPORTING PERSON OO

(5) 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 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 2,000,000
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 2,000,000

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%⁽⁶⁾
14.	TYPE OF REPORTING PERSON CO

(6) 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: 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 81,528,662
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 81,528,662

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,528,662
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.1%⁽⁷⁾
14.	TYPE OF REPORTING PERSON CO

(7) 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. 8 to Schedule 13D (this “Amendment No. 8”) related to the Schedule 13D filed on February 8, 2018, as amended prior to this Amendment No. 8 (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. 8, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 8 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 June 16, 2022, the holders of 104,369,577 shares out of 121,551,075 total issued and outstanding shares of the Issuer, or 85.86%, casted votes at the EGM. The resolutions passed by the shareholders of the Issuer at the EGM are as follows:

102,200,038 shares out of 104,369,577, or 97.92% of the votes cast in person or by proxy, voted in favor of removing the Issuer’s entire board of directors from office;

102,154,931 shares out of 104,369,577, or 97.88% of the votes cast in person or by proxy, voted in favor of electing the five director nominees;

104,345,365 shares out of 104,369,577, or 99.98% of the votes cast in person or by proxy, voted in favor of the Issuer refraining from the Cellenkos Transaction; and

104,338,679 shares out of 104,369,577, or 99.97% of the votes cast in person or by proxy, voted in favor of the amendments to the Issuer’s Articles of Association to eliminate the staggered board of directors and to provide shareholder protective provisions.

The text of the corresponding press release announcing the results of the EGM (the “Press Release”) is attached hereto as Exhibit A and is incorporated herein by reference.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

Exhibit A – Press Release

	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

PRESS RELEASE

EX-99.A 2 tm2218642d1_ex99-a.htm EXHIBIT A

Exhibit A

Shareholders Led by Blue Ocean Announce Successful Results of Extraordinary General Meeting of Global Cord Blood Corporation

(New York – 16 June, 2022) Blue Ocean Structure Investment Company Ltd., (“Blue Ocean”) and shareholders representing over 75% of the outstanding shares of Global Cord Blood Corporation (the “Company” or “Global Cord”) (NYSE: CO) today announced the successful approval of all resolutions at the Global Cord Extraordinary General Meeting of Shareholders (“EGM”) held today. 104,369,577 shares out of 121,551,075 total outstanding shares of Global Cord voted in the EGM, which represents 85.86 percent of all outstanding shares.

The resolutions passed by the shareholders at the EGM are as follows:

The removal of the following directors from office of the Company: Ting Zheng, Albert Chen, Mark D. Chen, Jack Chow, Dr. Ken Lu, Jennifer J. Weng and Jacky Cheng;

the election of the following five nominees as directors of the Company: Lingyun Zhai, Guojun Liu, Yang Wang, Shi’an Liu and Michael S. Weiss;

the Company refrain from the proposed acquisition of Cellenkos, Inc. (“Cellenkos”), as described in a Form 6-K filed by the Company on 29 April 2022; and

amendments to the Company’s Articles of Association to eliminate the staggered Board of Directors and to provide shareholder protective provisions.

Details of the number of shares voted in person or by proxy on the resolutions was as follows:

Resolution	For		Against		Abstain
Resolution	Votes	%	Votes	%	Votes
1.    The removal of the following directors from office of the Company: Ting Zheng, Albert Chen, Mark D. Chen, Jack Chow, Dr. Ken Lu, Jennifer J. Weng and Jacky Cheng.	102,200,038 shares	97.92%	2,157,808 shares	2.07%	11,731 shares
2.    The election of the following five nominees as directors of the Company: Lingyun Zhai, Guojun Liu, Yang Wang, Shi’an Liu and Michael S. Weiss.	102,154,931 shares	97.88%	2,158,090 shares	2.07%	56,556 shares
3.    The Company refrain from the proposed acquisition of Cellenkos, Inc. (“Cellenkos”), as described in a Form 6-K filed by the Company on 29 April 2022.	104,345,365 shares	99.98%	20,996 shares	0.02%	3,216 shares
4.    Amendments to the Company’s Articles of Association to eliminate the staggered Board of Directors and to provide shareholder protective provisions.	104,338,679 shares	99.97%	20,791 shares	0.02%	10,107 shares

Blue Ocean thanks its fellow shareholders for their support in achieving this positive outcome today. The actions taken reflect an overwhelming shareholder repudiation of the proposed acquisition of Cellenkos and the total disregard for shareholder perspectives shown by the prior Board and management team. Given the result of the vote, Blue Ocean is confident that Global Cord will now be able to focus its full efforts on executing against its growth strategy while driving long-term sustainable value for all of its shareholders.

The full text of each resolution is contained in the notice of general meeting set out in the Circular, a copy of which is available here: https://www.sec.gov/Archives/edgar/data/1729271/000110465922067866/0001104659-22-067866-index.htm

For more details, please refer to Blue Ocean’s 13D filing at [LINK]

-END-

For any inquiries, please contact:

FTI Consulting

Brad Newman (US)

brad.newman@fticonsulting.com

+12128505736