0001104659-18-005287.txt : 20180131 0001104659-18-005287.hdr.sgml : 20180131 20180131080036 ACCESSION NUMBER: 0001104659-18-005287 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180131 DATE AS OF CHANGE: 20180131 GROUP MEMBERS: BIO GARDEN INC. GROUP MEMBERS: GOLDEN MEDITECH STEM CELLS (BVI) CO LTD GROUP MEMBERS: MAGNUM OPUS 3 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: 18561034 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 a18-5002_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. 28)

 

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

 

January 31, 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(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
0

8

Shared Voting Power
0

9

Sole Dispositive Power
0

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

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)
0%

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
0

8

Shared Voting Power
0

9

Sole Dispositive Power
0

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

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)
0%

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
0

9

Sole Dispositive Power
0

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

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)
0%

14

Type of Reporting Person (See Instructions)
CO

 

4


 

CUSIP No.  G21107100

13D/A

 

 

1

Name of Reporting Persons
Magnum Opus 3 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
0

8

Shared Voting Power
0

9

Sole Dispositive Power
0

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

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)
0%

14

Type of Reporting Person (See Instructions)
CO

 

5


 

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
0

8

Shared Voting Power
0

9

Sole Dispositive Power
0

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

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)
0%

14

Type of Reporting Person (See Instructions)
IN

 

6


 

This Amendment No. 28 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”), Magnum Opus 3 International Holdings Limited (“MO3”) and Yuen Kam (“Mr. Kam”). GM Stem Cells, Golden Meditech, Bio Garden, MO3 and Mr. Kam are collectively referred to as the “Reporting Persons”.

 

This Amendment No. 28 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, October 26, 2015, November 3, 2015, November 5, 2015, November 13, 2015, November 30, 2015, December 7, 2015, January 7, 2016, September 1, 2016, October 31, 2016, December 30, 2016, April 6, 2017, April 10, 2017, April 13, 2017 and November 14, 2017 (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 January 31, 2018, the sale and purchase of the GM Shares was completed under the GM New Sale Agreement, as amended by the GM Supplemental Agreement. Upon and following such completion, GM Stem Cells ceased to own any of the GM Shares.

 

Item 5.     Material to be Filed as Exhibits.

 

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

(a) — (b) As a result of the transactions described in Item 4, as of the date of this Amendment No. 28, each Reporting Person no longer beneficially owns any Ordinary Shares and, as such, each Reporting Person no longer has any voting or dispositive power over any Ordinary Shares.

 

(c) To the best knowledge of the Reporting Persons, except as described herein, none of the Reporting Persons has effected any transactions in the Ordinary Shares during the past 60 days prior to the filing of this Amendment No. 28.

 

(d) Not applicable.

 

(e) As a result of the transactions described in Item 4, as of the date of this Amendment No. 28, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of any Ordinary Shares. Therefore, this Amendment No. 28 constitutes the final amendment to the Original Schedule 13D, as amended.

 

7


 

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: January 31, 2018

 

 

 

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

 

 

 

 

MAGNUM OPUS 3 INTERNATIONAL HOLDINGS LIMITED

 

 

 

 

By:

/s/ Yuen Kam

 

 

Name: Yuen Kam

 

 

Title: Director

 

 

 

 

YUEN KAM

 

 

 

 

/s/ Yuen Kam

 

8