Global Cord Blood : JPLs release copy of their Eighth Report to the Grand Court of the Cayman Islands

FSD Cause No. 108 of 2022 (IKJ)

Global Cord Blood Corporation (In Provisional Liquidation) (the Company)

Cause No. FSD 108 of 2022 (IKJ)

EIGHTH Report

Filing Date: 3 June 2024

Progress report cut-off Date: 24 May 2024

Contents

1	Basis of Report	2
2	Disclaimer	3
3	Defined Terms	4
4	Executive Summary	8
5	Actions taken by the JPLs since the Seventh Report	10
6	Funding and costs to 31 March 2024	19
7	Next steps	20
Appendix A - Chronology of Key Events	21

Global Cord Blood Corporation (In Provisional Liquidation) - Eighth Report to Court

1

1 Basis of Report

1.1 Basis of Report

1. 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.
2. This report has been prepared using the information available to the JPLs, being Margot MacInnis, John Royle and Chow Tsz Nga Georgia up to 24 May 2024. 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.
3. This report should be read in conjunction with all seven previous reports published. This report sets out the progress of the liquidation for the period 25 February 2024 to 24 May 2024.

Global Cord Blood Corporation (In Provisional Liquidation) - Eighth Report to Court 2

2 Disclaimer

2.1 Disclaimer

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.

1. Nothing in this report is intended to waive legal privilege in respect of any matter referred to herein, and privilege is not being waived.
2. "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.
3. 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) - Eighth Report to Court 3

3 Defined Terms

3.1 Defined Terms

8 February 2024	Judgment handed down by the HK Court on
Judgment	8 February in favour of the JPLs deeming
	the transfer away of the HK Subsidiaries of
	the Company for US$1 each (1 week before
	the appointment of the JPLs) as invalid
Additional Directors	Zhai Lingyun, Liu Guojun, Wang Yang, Liu
	Shian, Michael Steven Weiss (the "June
	EGM Directors"); and Xu Ping (together with
	the EGM Directors - the "Additional
	Directors")
Albert Chen or AC	Albert Chen Bing Chen, former Chief
	Financial Officer of the Company
BVI	British Virgin Islands
BVI Proceedings	Proceedings in the BVI in which the
	Petitioner (and its associates) filed
	proceedings against GMSC and in which
	GMSC claims, inter alia that the Petitioner's
	shares in GCBC are subject to a share
	charge dated 30 March 2018 and that
	accordingly beneficial ownership of the
	Petitioner's shares in GCBC have passed to
	GMSC
Cayman Share Charge	Shares in the Company which are subject to
	an alleged share charge dated 30 March
	2018
Cellenkos	Cellenkos Inc - registered in Delaware,
	specialises in stem cell therapy and was the
	target entity in the 29 April 2022 Cellenkos
	Transaction

Cellenkos Transaction

CISIL

Class Action Complaint

CoA

Cordlife

Court

CSC Holdings

Disclosure Order

On 29 April 2022 the Board approved a multi-step transaction whereby the Company would acquire 100% of the equity in Cellenkos and the rights to develop and commercialise certain of Cellenkos' existing and future products worldwide on 29 April 2022. This was purportedly in exchange for consideration of, inter alia, 114 million shares in the Company and US$664 million cash

China In Shine Investment Limited, one of the defendants to the HK Proceedings

A class action complaint filed in the Southern District of New York that names the Company as a defendant. The JPLs were delivered the complaint via their registered agent on 16 May 2024

HK Court of Appeal

Cordlife Group Limited, a listed company registered in Singapore and indirectly owned by GCBC

The Grand Court of the Cayman Islands

China Stem Cells Holdings Limited - incorporated in the Cayman Islands

Court order requiring the Former Board to deliver up documents for examination, the books, records and documents of GCBC and its subsidiaries within their possession, custody or control to the JPLs or provide details of their location

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EGM	Extraordinary general meeting
EGM Injunction	Injunction to prevent resolutions passed on
	16 June 2022 at an extra-ordinary meeting
	of shareholders voting against the
	Cellenkos Transaction and for the
	resignation of the Former Board and
	appointment of a new board of directors
Enjoined HK Directors	Albert Chen and/or Tina Zheng and/or
	Notake Minori and/or Sonoe Muramatsu
Fifth Report	Fifth Report prepared by the JPLs,
	submitted to the Court on 1 September 2023
	and published on GCBC's website
First Report	First Report prepared by the JPLs,
	submitted to the Court on 20 October 2022
	and published on GCBC's website
Fee Approval Period	The JPLs' remuneration and disbursements
	for the period 22 September 2022 to 30
	September 2023
Fee Approval Summons	JPLs' Summons filed on 13 May 2024 in the
	Cayman Proceedings for court approval of
	the terms of their remuneration agreement
	and their remuneration for the Fee Approval
	Period pursuant to section 109(2) of the
	Companies Act and the IPR

Former Litigation	The Former Litigation Steering Committee is
Committee or LSC	made up of Ting Zheng, Mark Chen, Ken Lu,
	Jennifer Weng, Jacky Cheng, Jack Chow
	and excludes Xu Ping and Albert Chen
Fourth Report	Fourth Report prepared by the JPLs,
	submitted to the Court on 1 June 2023 and
	published on GCBC's website
GCBC or the Company	Global Cord Blood Corporation (In
	Provisional Liquidation)
GMSC	Golden Meditech Stem Cells (BVI)
	Company Limited, registered in the BVI. It
	sold its shareholding in GCBC to the
	shareholder of the Petitioner on 30
	December 2016
GP	Cellenkos GP Limited - registered in the
	BVI, and acts as general partner of
	Cellenkos Holdings LP
Group	The Company and its subsidiaries including,
	inter alia, the HK Subsidiaries and the PRC
	Subsidiaries
GT	Grant Thornton (a collective term for both
	Grant Thornton Recovery & Reorganisation
	Limited and Grant Thornton Specialist
	Services (Cayman) Limited)

Fee Approval Summons Hearing Date

Former Board

10am on 30 July 2024, being the hearing date of the Fee Approval Summons

The Company's former board of directors consisting of Mark D. Chen, Albert Chen Bing Chen, Jacky Cheng, Jack Chow, Ken Yungang Lu, Jennifer J. Weng, Xu Ping, Ting Zheng (information from general registry of the Cayman Islands)

GTSS	Grant Thornton Specialist Services
	(Cayman) Limited
HK	Hong Kong
HK Court	The High Court of the Hong Kong Special
	Administrative Region
HK Proceedings	The legal proceedings initiated by the JPLs
	in HK regarding the HK Subsidiaries as
	previously outlined in the Second Report

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HK Registrar	The HK Companies Registry of 14th Floor,
	High	Block, Queensway Government
	Offices, 66 Queensway, Admiralty, Hong
	Kong
HK Subsidiaries	GCBC's indirectly owned HK subsidiaries,
	the majority of which are currently party to
	the HK Proceedings
INEDs	The former Independent Non-Executive
	Directors (of GCBC)
IPR	Insolvency Practitioners' Regulations (2023
	Consolidation)
JPLs	Margot MacInnis, John Royle and Chow Tsz
	Nga Georgia, the Joint Provisional
	Liquidators of GCBC
Maxcess	Maxcess Finance Limited, registered as a
	private limited company in HK with Money
	Lender's License Number 0640/2022
New LSC	Zhai Lingyun, Michael Steven Weiss and
	Wang Yang with Zhai Lingyun appointed as
	Chairperson
Notake Minori or Notake	Notake Minori, believed to be a resident of
	Japan, purportedly appointed to the boards
	of CSC Holdings, Stem South (BVI), and the
	HK Subsidiaries
NYSE	New York Stock Exchange
Petitioner	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
PIML	Prime	Intelligent Management Limited,
	purported corporate secretary of the HK
	Subsidiaries

PRC

PRC Subsidiaries

Remuneration Agreement

Second Report

Set-Aside Summons

SMOH

Section 42 Application/ Judgment

Seventh Report

Sixth Report

Sonoe Muramatsu or Sonoe

People's Republic of China

GCBC's indirectly owned, operating PRC subsidiaries

The JPLs' proposed terms of remuneration which they are seeking to have approved by the Cayman Court as part of the Fee Approval Summons

Second report prepared by the JPLs, submitted to the Court on 1 December 2022 and published on GCBC's website

Petitioner's summons which seeks to have the 29 July 2022 Judgment in the Petition Proceedings set aside on the grounds that it was procured by fraud

The Singapore Ministry of Health

Court application against the HK Companies Registry for, inter alia, the removal of the unauthorised filings made for the HK Subsidiaries and authorise the JPLs to register up to date register of members of the HK Subsidiaries

Seventh report prepared by the JPLs, submitted to the Court on 8 March 2024 and published on GCBC's website

Sixth report prepared by the JPLs, submitted to the Court on 1 December 2023 and published on GCBC's website

Sonoe Muramatsu, believe to be a resident of Japan, purportedly appointed to the boards of the HK Subsidiaries

Global Cord Blood Corporation (In Provisional Liquidation) - Eighth Report to Court 6

Stem South (BVI)	China Stem Cells (South) Company Limited
	- incorporated in the British Virgin Islands
Third Report	Third report prepared by the JPLs,
	submitted to the Court on 1 March 2023 and
	published on GCBC's website
Ting or Tina Zheng or TZ	Former Chairperson and Executive Director
	of GCBC (as well as director of GMHL until
	24 May 2019)
Varied Order	Order effective 20 February 2023 resulting
	from the JPLs' application to the Cayman
	Court by summons dated 16 January 2023
	for orders, inter alia, that the Order be varied
	to include a penal notice that would be
	triggered in the event of further non-
	cooperation from the Former Board
Yuen Kam	The former Chairman and Executive
	Director of the Company

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4 Executive Summary

4.1 Summary

1. Since the Seventh Report, the JPLs have continued to take steps to take control of the Group and prevent asset dissipation. Securing and protecting the Group's operating businesses in the PRC and preventing the dissipation of the HK Subsidiaries remains an urgent and important priority for the JPLs and their counsel.
2. The JPLs have taken steps to defend and protect the Company against attempts to remove assets from the structure by (amongst other matters):
3. 1. Establishing the JPLs' undisputed control of the HK Subsidiaries with the HK Companies Registrar by obtaining a Section 42 Judgment, removing unauthorised filings, and lodging updating filings to reflect the current shareholder position.
   2. Preparing defences against the appeal of the 8 February HK Judgment by AC, TZ, PIML.
   3. Continuing efforts to take control of and safeguard the operating business and assets of the PRC Subsidiaries and pursuing actions in a number of provinces: and
   4. Continuing their investigation of the validity of the winding-up petitions issued by Maxcess against Stem South (BVI) and CSC Holdings and preparation for the adjourned hearing (petitions to now be heard on 9 August 2024).
4. Since the Seventh Report, the Company was served with the Class Action Complaint filed in the United States District Court, seeking compensation from various defendants, including the Company. The JPLs are considering their stance in relation to this claim.

4.2 Next Steps

1. The JPLs will continue to investigate and/ or progress litigation against the Enjoined HK Directors, Yuen Kam, and the Former Board (excluding Xu Ping) in order to protect and preserve the Group's assets. However, to do so, the JPLs require access to further funding on a timely basis.
2. The lack of funds has put significant pressure on the JPLs and the JPLs' service providers to undertake the work necessary to obtain control and secure the assets of the Company and preserve value to its stakeholders. With the benefit of further funding the JPLs will continue to (amongst other matters):
3. 1. Obtain control of the PRC Subsidiaries and preserve the value of the Group and identify and locate any institutions and/or individuals that may have precipitated any concealment, misappropriation and/or dilution of assets.
   2. Obtain such disclosure as necessary to trace the whereabouts of any assets transferred or paid away from the Company.
   3. Identify, locate and secure, all assets of the Group and take appropriate steps for cooperation in multiple jurisdictions with a view to secure and compel production of documents and protection of assets; and
   4. Investigate and, where appropriate, bring proceedings against any individual or entity to aid the recovery of the Company's assets or to defend proceedings brought against the Company or its subsidiaries.

Global Cord Blood Corporation (In Provisional Liquidation) - Eighth Report to Court 8

1. In light of the above, the JPLs have been in discussions with several parties who provide litigation and/or liquidation financing, as well as the Company's stakeholders, in order to seek funding for the liquidation. Within the reporting period the JPLs sought proposals from a number of litigation financers, whilst these discussions have not formally concluded the JPLs are still in the position of requiring funding.
2. The JPLs have also applied to the Court seeking approval for the JPLs' fees and disbursements for Fee Approval Period, to be heard on 30 July 2024.

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