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FSD Cause No. 108 of 2022 (IKJ)
Global Cord Blood Corporation (In Provisional Liquidation) (the Company)
Cause No. FSD 108 of 2022 (IKJ)
Fourth Report
Filing Date: 1 June 2023
Progress report cut-off Date: 23 May 2023
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Contents
4 | Executive Summary | 9 |
5 | Actions taken by the JPLs since the Third Report | 10 |
6 | Investigations | 14 |
7 | The Former Board | 15 |
8 | Applications in the Petition Proceedings and in the BVI | 17 |
9 | Funding and costs to 31 March 2023 | 20 |
10 | Next steps | 21 |
Appendix A - Chronology of Key Events | 22 |
Global Cord Blood Corporation (In Provisional Liquidation) - Fourth Report to Court
1
1 Basis of Report
1.1 Basis of Report
- This report is to be used for the purpose of informing the Court and stakeholders of the progress made in the provisional liquidation of the Company, in accordance with the requirements of paragraph 12 of the Order dated 22 September 2022. Pursuant to the Court's previous direction, notice of this report will be published as a 6-K with the SEC.
- This report has been prepared using the information available to the JPLs, being Margot MacInnis, John Royle and Chow Tsz Nga Georgia up to 23 May 2023. The JPLs have relied upon information that is available to them and recognise that this information may be incomplete and that they await third party verification. Accordingly, the JPLs consider there will be further developments in their investigations of the Company's affairs which will be incorporated in the JPLs subsequent reports to the Court.
- This report should be read in conjunction with the First Report, Second Report and Third Report. This report sets out the progress of the liquidation for the period 20 February 2023 to 23 May 2023.
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Global Cord Blood Corporation (In Provisional Liquidation) - Fourth Report to Court 2
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2 Disclaimer
2.1 Disclaimer
- The JPLs' investigations are continuing. Some matters being investigated are confidential and commercially sensitive. There are also ongoing proceedings which are subject to disclosure rules and codes of conduct in the relevant jurisdictions. Accordingly, consistent with the JPLs' approach to date, this report does not contain commercially sensitive or confidential information that could prejudice the outcome of the Provisional Liquidation or any proceedings. In a similar vein, the JPLs are not able to disclose the full results of their investigations to date.
- In the event that this report is used for any purpose other than in accordance with its statutory purpose of informing the Court or in accordance with the JPLs' obligations under the Order, any party relying on this report does so entirely at their own risk and shall have no right of recourse against the JPLs, any GT entities, their partners, employees, professional advisors or agents.
- None of the JPLs, GT, their partners, employees, professional advisors or agents accept any liability or assume any duty of care to any third party (whether it is an assignee or successor of another third party or otherwise) in respect of this report and any such party who receives a copy of this report whether from GT or any other source shall have no right of recourse against GT, their partners, employees, professional advisors or agents.
- In preparing this report, the JPLs have relied upon information available to them and have not performed an audit examination on this information. Except where specifically stated, the JPLs have been unable to establish the reliability of the sources of information presented to them by reference to independent evidence.
- The JPLs' report does not cover valuation advice or related valuation services and no party should seek to rely on any comments by the JPLs in relation to the value of the assets of the Company.
- Nothing in this report is intended to waive legal privilege in respect of any matter referred to herein, and privilege is not being waived.
- "Grant Thornton" refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires.
- Grant Thornton Specialist Services (Cayman) Limited and Grant Thornton Recovery & Reorganisation Limited are member firms of Grant Thornton International Ltd ("GTIL"). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate, one another and are not liable for one another's acts or omissions.
Global Cord Blood Corporation (In Provisional Liquidation) - Fourth Report to Court 3
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3 Defined Terms
3.1 Defined Terms
Albert Chen or AC | Albert Chuen Bing Chen, former Chief |
Financial Officer of the Company | |
Appointment Order | Order to appoint the JPLs on 22 of September |
2022 by the Court, as amended from time to | |
time | |
Authority Application | Summons issued by the Litigation Steering |
ownership of the shares in the Petitioner is in | |
dispute | |
Board Order | Order issued by the Court on 14 February |
2023 and filed 16 February 2023 sanctioning | |
the JPLs exercising the power to remove all | |
existing members of the Former Board |
Committee seeking declarations and or | |
orders that they have the authority to oppose | |
the Petition and engage attorneys and | |
counsel for the purpose of the Petition | |
Proceedings | |
Baoman | Jinan Baoman Science & Technology |
Development Co., Ltd - registered in the PRC | |
and indirectly wholly owned by GCBC | |
Blue Ocean | Blue Ocean Structure Investment Company |
Ltd - incorporated in the British Virgin Islands | |
and also the petitioner who placed the | |
Company into provisional liquidation. Holds | |
an interest of c. 65.4% in GCBC | |
Blue Ocean HK | Blue Ocean HK is a company incorporated |
BVI
BVI Amendment Application
BVI Subsidiaries
British Virgin Islands
An application that GMSC made on 1 November 2022 to make substantive amendments to its pleaded case in the BVI Proceedings
Cellenkos GP Limited; China Stem Cells (East) Company Limited (BVI reg no: 1050377); China Stem Cells (West) Company Limited BVI reg no: 1050379); China Stem Cells (North) Company Limited (BVI reg no: 1050380); China Stem Cells (South) Company Limited (BVI reg no: 1050378) - incorporated in the British Virgin Islands and indirectly wholly owned by GCBC
under the laws of Hong Kong and the legal |
owner of the 72 issued and fully paid shares |
in the Petitioner. However, the beneficial |
BVI Proceedings | Proceedings in the BVI in which the Petitioner | |
and Blue Ocean HK filed proceedings against | ||
GMSC and in which GMSC claims, inter alia | ||
that the Petitioner's shares in GCBC are | ||
Global Cord Blood Corporation (In Provisional Liquidation) - Fourth Report to Court 4 |
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Disclaimer
Global Cord Blood Corporation published this content on 01 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 June 2023 19:48:04 UTC.