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Actionable news in CO: CHINA CORD BLOOD CORP,

China Cord Blood Corporation

The following excerpt is from the company's SEC filing.

(Incorporated in the Cayman Islands with limited liability)

(NYSE Ticker: CO)

Floor, Bank of China Tower

1 Garden Road

Central

Hong Kong S.A.R.

NOTICE OF ANNUAL GENERAL MEETING

to Be Held on December 10, 2015

(or any adjourned or postponed meeting thereof)

To the Shareholders of China Cord Blood Corporation:

NOTICE IS HEREBY GIVEN that the 2015 Annual General Meeting (the AGM) of China Cord Blood Corporation (the Company), will be held at 48

Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R. on December 10, 2015 at 9:00 p.m., Hong Kong local time, and at any adjourned or postponed meeting thereof, for the following purposes:

To table the financial statements of the Company for the year ended March 31, 2015.

As ordinary resolutions

To ratify the re-appointment of KPMG as auditors of the Company for the financial year ending March 31, 2016 and to authorize any duly formed committee of the directors to fix the remuneration of the auditors.

To re-elect the following directors, each of whom retires by rotation pursuant to the Companys Articles of Association:

Mr. Yuen Kam (Class C director of the Company); and

Ms. Jennifer J. Weng (Class C director of the Company).

To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

The Board of Directors of the Company has fixed the close of business on October 30, 2015 as the record date (the Record Date) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof. The share register of the Company will not be closed. A list of the shareholders entitled to vote at the AGM may be examined at the Companys offices during the 10-day period preceding the AGM.

Please refer to the Form of Proxy, which is attached to and made a part of this notice. Holders of record of the Companys ordinary shares at the close of business on the Record Date are entitled to receive notice of and vote at the AGM and any adjourned or postponed meeting thereof.

Holders of record of the Companys ordinary shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying Form of Proxy as promptly as possible. We must receive the Form of Proxy no later than 48 hours before the time of the AGM to ensure your representation at such meeting.

A return envelope which requires no postage if mailed in the United States is enclosed for your convenience. You may obtain directions to the AGM by calling our offices at +852 3605 8180.

Shareholders may obtain a copy of the Proxy Statement, a Form of Proxy and our most recent annual report, free of charge, from the Companys website at www.chinacordbloodcorp.com, by contacting our Investor Relations Department at: ir@chinacordbloodcorp.com or by writing to us at 48

Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R., ATTN: Secretary.

By Order of the Board of Directors,

/s/ Yuen Kam

Chairperson

Hong Kong, November 2, 2015

IMPORTANT

Whether you expect to attend the AGM, please complete, date, and sign the accompanying Form of Proxy, and return it promptly in the enclosed return envelope. If you grant a proxy, you may revoke it at any time prior to the AGM or nevertheless vote in person at the AGM.

PLEASE NOTE: If your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares in the election of directors, unless you direct the nominee holder how to vote, by marking your Form of Proxy.

CHINA CORD BLOOD CORPORATION

TABLE OF CONTENTS

GENERAL INFORMATION ABOUT VOTING

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PROPOSAL NO. 1 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS

PROPOSAL NO. 2 ELECTION OF DIRECTORS

EXECUTIVE OFFICERS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

FORM OF PROXY

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of China Cord Blood Corporation (the Company, CCBC, we, us, or our) for the Annual

General Meeting of Shareholders (AGM) to be held at the office of the Company at 48

Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R. on December 10, 2015 at 9:00 p.m., Hong Kong local time, and for any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders. Any shareholder appointing such a proxy has the power to revoke it at any time before it is voted. Written notice of such revocation should be forwarded directly to the Secretary of the Company at the above stated address. Alternatively, revocation of proxy may be effected by the shareholder attending and voting in person at the AGM.

If the enclosed Form of Proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the directions thereon and otherwise in accordance with the judgment of the persons designated as proxies. Any Form of Proxy on which no instruction is specified will be voted by the holder of the proxy in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on the Form of Proxy.

The Company will bear the entire cost of preparing, assembling, printing and mailing this Proxy Statement, the accompanying Form of Proxy, and any additional material that may be furnished to shareholders. The date on which this Proxy Statement and the accompanying Form of Proxy will first be mailed or given to the Companys shareholders is on or about November 2, 2015.

Your vote is important. Accordingly, you are urged to sign and return the accompanying Form of Proxy whether or not you plan to attend the AGM. If you do attend the AGM and are a record holder, you may vote by ballot at the AGM and your proxy will be deemed to be revoked. If you hold your shares in street name and wish to vote your shares at the AGM, you should contact your broker about getting a proxy appointing you to vote your shares.

GENERAL INFORMATION ABOUT VOTING

Record Date, Outstanding Shares, and Voting Rights

As of October 30, 2015, the record date for the AGM (the

), the Company had

80,083,248 ordinary shares outstanding, excluding 136,899 ordinary shares held as treasury shares, $0.0001 par value per share, being the class of securities entitled to vote at the AGM. Each ordinary share entitles its holder to one vote.

Attending the AGM

If you are a shareholder of record at the close of business on the Record Date, you may vote in person at the AGM. We will give you a ballot sheet when you arrive. You may obtain directions to the meeting by calling our office at +852 3605 8180 or by writing to the Company at 48

Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R., ATTN: Secretary. If you are a shareholder of record at the close of business on the Record Date and attend the meeting, you may vote there in person, regardless whether you have voted by any of the other means mentioned in the preceding paragraph.

Procedures for Voting or Revoking Proxies

If you do not wish to vote in person or you will not be attending the AGM, you may vote by proxy. If you have received a printed copy of these proxy materials by mail, you may vote by proxy using the enclosed Form of Proxy. To vote by proxy using the enclosed Form of Proxy (only if you have received a printed copy of these proxy materials by mail), complete, sign and date your Form of Proxy and return it promptly in the envelope provided.

If you intend to vote by proxy, your vote must be received by the Company no later than December 8, 2015 at 9:00 p.m., Hong Kong local time (48 hours before the time of the AGM), to be counted.

If you are not a shareholder of record at the close of business on the Record Date, please follow the directions provided to you by your bank or broker. If you wish to vote in person at the AGM, please contact your bank or broker for the procedures necessary to allow you to vote your shares in person.

Required Votes

Only holders of ordinary shares of record at the close of business on the Record Date are entitled to vote at the AGM. For purposes of voting at the AGM, each ordinary share is entitled to one vote upon all matters to be acted upon at the AGM. Two or more persons holding or representing by proxy not less than one-third in nominal value of the outstanding ordinary shares shall constitute a quorum throughout the meeting. The affirmative vote of a simple majority of the votes cast in person or by proxy at the AGM and entitled to vote on the ordinary resolutions is required to adopt the ordinary resolutions.

Only ordinary shares that are voted are taken into account in determining the proportion of votes cast for each resolution. Any ordinary shares not voted (whether by abstention, broker non-vote or otherwise) will only impact the percentage of votes cast for or against the adoption of each resolution. Except for determining the presence or absence of a quorum for the transaction of business, broker non-votes are not counted for any purpose in determining whether a matter has been approved.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of October 30, 2015, certain information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), of our ordinary shares by:

each of our directors and executive officers who beneficially own our ordinary shares; and

each person known to us to own beneficially more than 5% of our ordinary shares.

Information provided as to 5% shareholders other than our employees or management is based solely on Schedules 13D or 13G or Forms 3, 4 and 5 filed with the Securities and Exchange Commission and subsequent issuances by the Company.

Beneficial ownership includes voting or investment power with respect to the securities and takes into consideration options and warrants exercisable by a person within 60 days after the date of this Proxy Statement. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them.

Name and Address

Number of

Shares

Beneficially

Owned

Percentage

Ownership (2)

Directors and executive officers:

Yuen Kam (2)

43,645,987

Ting Zheng (3)

1,071,994

Albert Chen (4)

393,064

Mark D. Chen (5)

398,144

Dr. Ken Lu (6)

314,049

Jennifer J. Weng (5)

Yue Deng (7)

142,934

Xin Xu (8)

71,466

All directors and executive officers as a group

46,037,638

Principal shareholders:

Golden Meditech Holdings Limited (9)

30,681,266

Kent C. McCarthy (10)

6,766,718

Excellent China Healthcare Investment Limited (11)

22,903,454

Magnum Opus 2 International Holdings Limited (12)

Cordlife Group Limited (13)

16,123,035

Magnum Opus International (PTC) Limited, as trustee (14)

7,080,000

Magnum Opus International Holdings Limited (15)

8,809,020

Beneficially owns less than 1% of our ordinary shares.

Percentages based on 80,083,248 shares outstanding as of October 30, 2015, excluding shares owned by us.

Includes (i) 357,331 ordinary shares held by Mr. Yuen Kam; (ii) 8,809,020 ordinary shares issuable upon conversion of senior convertible notes, with a principal amount of $25 million at a conversion price of $2.838 per share, held by Magnum Opus International Holdings Limited (Magnum Opus) (see note (15) below); (iii) 11,576,182 ordinary shares of 30,681,266 ordinary shares beneficially owned by Golden Meditech Holdings Limited (Golden Meditech) (see note (9) below) in which Mr. Kam owns 37.7% 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; and (iv) 22,903,454 ordinary shares issuable upon conversion in full of the ECHIL Notes (as defined in note (11) below).

Does not include 1,700,000 restricted share units (RSUs) held by Ms. Ting Zheng subject to satisfaction of performance criteria prior to vesting, which as of the date of this Proxy Statement have not been met.

Includes (i) 321,598 ordinary shares held by Mr. Albert Chen; and (ii) 71,466 ordinary shares held by his spouse. Does not include 1,300,000 million RSUs held by Mr. Chen subject to satisfaction of performance criteria prior to vesting, which as of the date of this Proxy Statement have not been met.

Includes (i) 53,488 ordinary shares held by Ms. Jennifer J. Weng; (ii) 183,198 ordinary shares held by Super Castle Investments Limited, a company owned by Mr. Mark D. Chen; and (iii) 161,458 ordinary shares held by Pantheon China Acquisition Limited, an entity controlled by Mr. Chen. Mr. Chen and Ms. Weng are married. Does not include 110,000 RSUs held by each of Mr. Chen and Ms. Weng subject to satisfaction of performance criteria prior to vesting, which as of the date of this Proxy Statement have not been met.

Represents ordinary shares held by Time Galaxy Limited, a company incorporated under the laws of the British Virgin Islands of which Dr. Ken Lu is a director. Does not include 110,000 RSUs held by Dr. Lu subject to satisfaction of performance criteria prior to vesting, which as of the date of this Proxy Statement have not been met.

Does not include 1,000,000 RSUs held by Ms. Yue Deng subject to satisfaction of performance criteria prior to vesting, which as of the date of this Proxy Statement have not been met.

Does not include 100,000 RSUs held by Ms. Xin Xu subject to satisfaction of performance criteria prior to vesting, which as of the date of this Proxy Statement have not been met.

Includes 30,681,266 ordinary shares held by Golden Meditech Stem Cells (BVI) Company Limited (GM Stem Cells), a wholly-owned subsidiary of Golden Meditech.

Includes (i) 5,056,592 ordinary shares held by Jayhawk Private Equity Fund II, L.P.; (ii) 911,119 ordinary shares held by Jayhawk China Fund (Cayman), Ltd.; (iii) 362,861 ordinary shares held by Kent C. McCarthy Revocable Trust dated October 24, 2003 (the Revocable Trust); and (iv) 436,146 ordinary shares held by 7-2010 GRAT 6 Under Kent C. McCarthy GRAT Tr Dtd 4-23-2010 (GRAT 6).

Mr. Kent C. McCarthy is the manager of Jayhawk Private Equity, LLC, which is the general partner of Jayhawk Private Equity GP II, L.P. Jayhawk Private Equity GP II, L.P. is the general partner of Jayhawk Private Equity Fund II, L.P. As a result, Mr. McCarthy, Jayhawk Private Equity, LLC and Jayhawk Private Equity GP II, L.P. are deemed to be beneficial owners of the securities owned of record by Jayhawk Private Equity Fund II, L.P. Mr. McCarthy is also the manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk China Fund (Cayman), Ltd. As a result, Mr. McCarthy and Jayhawk Capital Management, LLC are deemed to be beneficial owners of the securities owned of record by Jayhawk China Fund (Cayman), Ltd. Mr. McCarthy is a trustee of the Revocable Trust. As a result, Mr. McCarthy is deemed to be beneficial owner of the securities owned of record by the Revocable Trust. Mr. McCarthy is the beneficiary of GRAT 6. As a result, Mr. McCarthy is deemed to be beneficial owner of the securities owned of record by GRAT 6. Information derived from a Schedule 13G/A filed on October 2, 2015.

Represents 22,903,454 ordinary shares issuable upon conversion of senior convertible notes, with a principal amount of $65 million at a conversion price of $2.838 per share, held by Excellent China Healthcare Investment Limited (ECHIL), a wholly-owned subsidiary of Brilliant China Healthcare Investment Limited (BCHIL) (formerly known as KKR China Healthcare Investment Limited). ECHIL has the right to convert the senior convertible notes into the Companys ordinary shares at any time within five years subsequent to the original issuance date. Should the senior convertible notes be fully converted into the Companys ordinary shares, the shares thus converted would represent approximately 22.2% of the Companys enlarged share capital. The senior convertible notes were originally issued on April 27, 2012 and BCHIL was the holder of the senior convertible notes (the KKR Notes). On August 26, 2015, prior to entering into the MO2 SPA (as defined in note (12) below), BCHIL assigned the senior convertible notes to ECHIL and the Company reissued the senior convertible notes to ECHIL (the ECHIL Notes). The ECHIL Notes are substantially in the form of the KKR Notes except for the change of holder name on the convertible notes. In May 2015, we were informed that, in connection with a non-binding proposal letter from Golden Meditech, pursuant to which Golden Meditech proposes to acquire all of the outstanding ordinary shares of the Company not already directly or indirectly owned by Golden Meditech for $6.40 per ordinary share in cash in a going private transaction (the GM Proposal), Golden Meditech had entered into agreements to purchase the outstanding convertible notes previously issued by the Company from BCHIL, subject to certain closing conditions. We were subsequently informed that, on August 26, 2015, BCHIL and Golden Meditech entered into a termination agreement to terminate such purchase agreement in relation to the purchase and sale of the KKR Notes. Pursuant to the option undertaking dated 26 August 2015, Mr. Kam has undertaken to Golden Meditech that subject to the satisfaction of certain conditions and no later than three months thereafter, Mr. Kam shall cause ECHIL to grant Golden Meditech (or its nominee(s)) a call option at nil consideration to acquire the ECHIL Notes and (where applicable) the ordinary shares issued upon conversion of such notes at a consideration equivalent to the aggregate of (i) the purchase price for the ECHIL Sale Shares (as defined below) and (ii) any additional payment. If this option is executed by ECHIL and Golden Meditech, the beneficial ownership interest held by Golden Meditech in the Company will likely increase, depending on the terms of such call option. As of the date of this Proxy Statement, the ECHIL Notes has not been converted into the Companys ordinary shares.

Includes 22,903,454 ordinary shares issuable upon conversion in full of the ECHIL Notes. Magnum Opus 2 International Holdings Limited (MO2), is a company incorporated in the British Virgin Islands and wholly owned by Mr. Yuen Kam. Mr. Kam is the sole director of MO2. On August 26, 2015, MO2 entered into a share purchase agreement (the MO2 SPA) with BCHIL and acquired from BCHIL all the issued and outstanding shares of ECHIL (the ECHIL Sale Shares). ECHIL is the holder of the ECHIL Notes as described in note (11) above. The ECHIL Notes entitle ECHIL, subject to the terms and conditions thereof, to receive 22,903,454 ordinary shares of the Company upon conversion of the ECHIL Notes. MO2 paid a portion of the purchase price for the ECHIL Sale Shares equal to $80.0 million on August 26, 2015 and paid the remaining purchase price of $81.8 million on October 28, 2015. The total purchase price for the ECHIL Sale Shares was $161.8 million.

Includes (i) 7,314,015 ordinary shares held by Cordlife Group Limited (Cordlife Singapore); and (ii) 8,809,020 ordinary shares issuable upon conversion of senior convertible notes, with principal amount of $25 million at a conversion price of $2.838 per share, to Cordlife Singapore. Cordlife Singapore has the right to convert the senior convertible notes into the Companys ordinary shares at any time within five years subsequent to the original issuance date. Should the senior convertible notes be fully converted into the Companys ordinary shares, the shares thus converted would represent approximately 9.9% of the Companys enlarged share capital. The senior convertible notes were originally issued on October 3, 2012. In May 2015, we were informed that, in connection with the GM Proposal, Golden Meditech had entered into agreements to purchase the outstanding convertible notes previously issued by the Company and 7,314,015 ordinary shares from Cordlife Singapore, subject to certain closing conditions. One of the closing conditions is both Cordlife Singapore and Golden Meditech having obtained the approval of its shareholders at an extraordinary general meeting. Cordlife Singapore has obtained the approval of its shareholders at the extraordinary meeting held on September 14, 2015 and Golden Meditech has obtained the approval of its shareholders at the extraordinary meeting held on October 15, 2015. As of the date of this Proxy Statement, the purchase of the convertible notes and the ordinary shares has not completed and Cordlife Singapore has not converted any portion of its convertible notes into the Companys ordinary shares.

Magnum Opus International (PTC) Limited (Magnum Trustee) has disclaimed beneficial ownership of such securities, except to the extent the exercise of its discretionary trust powers vests it with voting and/or dispositive control over such securities. Due to his ownership of all the outstanding interests in Mag Ops Limited, which is the sole owner of Magnum Trustee, Mr. Yuen Kam may be deemed to beneficially own such securities, which beneficial ownership has been disclaimed by Mr. Kam.

Represents 8,809,020 ordinary shares issuable upon conversion of senior convertible notes, with a principal amount of $25 million at a conversion price of $2.838 per share, held by Magnum Opus. Magnum Opus has the right to convert the senior convertible notes into the Companys ordinary shares at any time within five years subsequent to the original issuance date. Should the senior convertible notes be fully converted into the Companys ordinary shares, the shares thus converted would represent approximately 9.9% of the Companys enlarged share capital. The senior convertible notes were originally issued on October 3, 2012. In May 2015, we were informed that, in connection with the GM Proposal, Golden Meditech had entered into agreements to purchase the outstanding convertible notes previously issued by the Company from Magnum Opus, subject to certain closing conditions. One of the closing conditions is Golden Meditech having obtained the approval of its shareholders at an extraordinary general meeting. Golden Meditech has obtained the approval of its shareholders at the extraordinary meeting held on October 15, 2015. As of the date of this Proxy Statement, the purchase of the convertible notes has not completed and Magnum Opus has not converted any portion of its convertible notes into the Companys ordinary shares.

40.4% of our outstanding ordinary shares are held by 8 record holders in the United States.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

The Audit Committee has appointed KPMG as the independent auditors of the Company to audit the financial statements of the Company for the fiscal year ending March 31, 2016, and the Board of Directors is asking shareholders to ratify that appointment and authorize any duly formed committee of the directors to fix the remuneration of the auditors. A representative of KPMG is...


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