Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 22)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

With a copy to:

 

(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 persons 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).

 

 

 

 

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This Amendment No. 22 is being filed jointly by Golden Meditech Stem Cells (BVI) Company Limited (GM Stem Cells), Golden Meditech Holdings Limited (Golden Meditech), Bio Garden Inc. and Yuen Kam.

 

This Amendment No. 22 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 and September 1, 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 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:

 

Subsequent to the execution of the Earnest Money Agreement on September 1, 2016, Golden Meditech has been in discussions with Sanpower regarding the terms of the Alternative Proposal.  Since the parties have not reached any agreement on the terms of the Alternative Proposal by October 31, 2016, Sanpower and Golden Meditech have entered into a supplementary agreement to the Earnest Money Agreement on October 31, 2016 (the Supplementary Agreement), pursuant to which the parties have agreed (i) to modify the circumstances under which the Earnest Money paid by Sanpower would be refunded to Sanpower and (ii) to extend the time period during which the parties will use their reasonable best efforts to reach agreement on the terms of the Alternative Proposal.

 

The description of the Supplementary Agreement in this Item 3 is qualified in its entirety by reference to the complete text of the English translation of such agreement, a copy of which is attached hereto as Exhibit 37, and is incorporated by reference in its entirety into this Item 3.

 

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 Supplementary 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 Supplementary 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 document is filed as an exhibit:

 

Exhibit No.		Description
Exhibit 37		Supplementary Agreement, dated as of October 31, 2016, by and between Sanpower and Golden Meditech.

 

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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 31, 2016

 

	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
	YUEN KAM
	/s/ Yuen Kam

 

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