Filing Details

 

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

 

Under the Securities Exchange Act of 1934
(Amendment No. 24)

 

(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 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 78,874,106
			8	Shared Voting Power 0
			9	Sole Dispositive Power 78,874,106
			10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 78,874,106
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) 65.40%
14	Type of Reporting Person (See Instructions) CO

 

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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 78,874,106
			8	Shared Voting Power 0
			9	Sole Dispositive Power 78,874,106
			10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 78,874,106
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) 65.40%
14	Type of Reporting Person (See Instructions) CO

 

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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 29,736,465
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 29,736,465
11	Aggregate Amount Beneficially Owned by Each Reporting Person 29,736,465
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) 24.66%
14	Type of Reporting Person (See Instructions) CO

 

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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 29,794,900
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 29,794,900
11	Aggregate Amount Beneficially Owned by Each Reporting Person 29,794,900
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) 24.70%
14	Type of Reporting Person (See Instructions) IN

 

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This Amendment No. 24 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) and Yuen Kam (Mr. Kam). GM Stem Cells, Golden Meditech, Bio Garden and Mr. Kam are collectively referred to as the Reporting Persons.

 

This Amendment No. 24 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 and December 30, 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:

 

On April 6, 2017, GM Stem Cells submitted (i) a conversion notice to the Issuer to convert the ECHIL Notes (the Conversion Notice of the ECHIL Notes) with an aggregate principal amount of $65,000,000 into 22,903,454 Ordinary Shares at a conversion price of $2.838 per Ordinary Share (the Conversion of the ECHIL Notes), (ii) a conversion notice to the Issuer to convert the Magnum-GM Note (the Conversion Notice of the Magnum-GM Note) with an aggregate principal amount of $25,000,000 into 8,809,020 Ordinary Shares at a conversion price of $2.838 per Ordinary Share (the Conversion of the Magnum-GM Note), and (iii) a conversion notice to the Issuer to convert the CGL-GM Note (the Conversion Notice of the CGL-GM Note) with an aggregate principal amount of $25,000,000 into 8,809,020 Ordinary Shares at a conversion price of $2.838 per Ordinary Share (the Conversion of the CGL-GM Note). The Conversion of the ECHIL Notes, the Conversion of the Magnum-GM Note and the Conversion of the CGL-GM Note are collectively referred to as the Conversions.

 

The description of the Conversion Notice of the ECHIL Notes, the Conversion Notice of the Magnum-GM Note and the Conversion Notice of the CGL-GM Note described herein is not intended to be complete and is qualified in its entirety by reference to the complete text of such documents, copies of which are attached hereto as exhibits 49, 50 and 51 and are incorporated by reference in their entirety into this Item 3.

 

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 Issuer for each of the Reporting Persons as if the Conversions are completed as of the date of this Amendment No. 24.

 

Name		Shares Beneficially Owned		Percentage of Total(1)		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power
GM Stem Cells (2)		78,874,106		65.40	%	78,874,106				78,874,106
Golden Meditech(3)		78,874,106		65.40	%	78,874,106				78,874,106
Bio Garden(4)		29,736,465		24.66	%			29,736,465				29,736,465
Mr. Kam(5)		29,794,900		24.70	%			29,794,900				29,794,900

 

(1) This percentage is based on the sum of the Issuers 80,083,248 Ordinary Shares outstanding as of July 28, 2016 as disclosed in the Form 20-F of the Issuer filed with the SEC on July 28, 2016 and an aggregate of 40,521,494 Ordinary Shares converted from the ECHIL Notes, the Magnum-GM Note and the CGL-GM Note.

 

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(2) Includes (i) 38,352,612 Ordinary Shares held by GM Stem Cells, (ii) 22,903,454 Ordinary Shares converted from the ECHIL Notes, (iii) 8,809,020 Ordinary Shares converted from the Magnum-GM Note, and (iv) 8,809,020 Ordinary Shares converted from the CGL-GM Note.

 

(3) Includes 78,874,106 Ordinary Shares held by GM Stem Cells which is wholly owned by Golden Meditech.

 

(4) Includes 29,736,465 of the 78,874,106 Ordinary Shares beneficially owned by Golden Meditech. Bio Garden beneficially owns 37.70% of the ordinary shares of Golden Meditech.

 

(5) Includes 29,794,900 of the 78,874,106 Ordinary Shares beneficially owned by Golden Meditech. Mr. Kam beneficially owns 37.78% 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.

 

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.

 

(c)  During the past 60 days prior to the filing of this statement, the Reporting Persons have engaged in the following transactions in the Ordinary Shares:

 

On April 6, 2017, GM Stem Cells submitted (i) the Conversion Notice of the ECHIL Notes to convert the ECHIL Notes with an aggregate principal amount of $65,000,000 into 22,903,454 Ordinary Shares at a conversion price of $2.838 per Ordinary Share, (ii) the Conversion Notice of the Magnum-GM Note to convert the Magnum-GM Note with an aggregate principal amount of $25,000,000 into 8,809,020 Ordinary Shares at a conversion price of $2.838 per Ordinary Share, and (iii) the Conversion Notice of the CGL-GM Note to convert the CGL-GM Note with an aggregate principal amount of $25,000,000 into 8,809,020 Ordinary Shares at a conversion price of $2.838 per Ordinary Share.

 

(d) Except as set forth in this Item 5, to the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by them.

 

(e) Not applicable.

 

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 Conversion Notice of the ECHIL Notes, the Conversion Notice of the Magnum-GM Note and the Conversion Notice of the CGL-GM Note 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:

 

Exhibit No.		Description
Exhibit 49		Conversion Notice of the ECHIL Notes, dated as of April 6, 2017
Exhibit 50		Conversion Notice of the Magnum-GM Note, dated as of April 6, 2017
Exhibit 51		Conversion Notice of the CGL-GM Note, dated as of April 6, 2017

 

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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: April 6, 2017
	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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