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Mitchell
S. Nussbaum
of
Loeb & Loeb LLP
345
Park Avenue
New
York, NY 10154-1895
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Direct 212.407.4159
Main 212.407.4000
Fax 212.407.4990
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VIA EDGAR
October
28, 2009
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John
Reynolds
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
D.C. 20549
Mail
Stop 3561
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Re:
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China
Cord Blood Corporation
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Form
F-1/A
Filed
October 14, 2009
File
No. 333-161602
Dear Mr.
Reynolds:
On behalf
of our client, China Cord Blood Corporation, a Cayman Islands corporation (the
“Company”), we hereby provide responses to comments issued on October 26, 2009
regarding the Company’s Registration Statement on Form F-1 and addressed to Ms.
Ting Zheng (the “Staff’s Letter”). Contemporaneous with this submission we are
filing a complete copy of Amendment No. 2 to the Registration Statement on Form
F-1 for the Company (the “Amended F-1”) reflecting the responses of the Company
below.
By
Federal Express, the Company is furnishing the Commission’s staff (the “Staff”)
with three marked courtesy copies of the Amended F-1.
In order
to facilitate your review of the Amended F-1, we have responded, on behalf of
the Company, to each of the comments set forth in the Staff’s Letter, on a
point-by-point basis. The numbered paragraphs set forth below respond
to the Staff’s comments and correspond to the numbered paragraphs in the Staff’s
Letter. Page numbers refer to the marked copy of Amended
F-1.
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John
Reynolds
October
28, 2009
Page
2
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Form F-1/A filed October 14,
2009
General
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1.
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We note from your response to
comment one from our letter dated September 25, 2009, that the statement
regarding your succession to Pantheon's reporting obligations has been
removed. But it appears to have been included on page 86 of your revised
Form F-1 filed October 14, 2009. Please revise or
advise.
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COMPANY
RESPONSE: Changes in response to the Staff’s comment have been made
on page 87 of the Amended F-1.
Prospectus Summary, page
1
Overview, page
1
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2.
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We note your disclosure that as
of June 30, 2009, you had capacity to store approximately 645,000
additional units, which appears to be more than three times your excess
capacity as of March 31, 2009, as disclosed in your Form 1-A filed August
28, 2009. Please revise your filing to explain this
increase.
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COMPANY
RESPONSE: The Company respectfully advises the Staff that the
increase in excess capacity from March 31, 2009 to June 30, 2009 resulted from
the new opening of a new Beijing cord blood storage facility in April 2009,
which is part of our continuing capital improvement efforts discussed under the
heading “Management’s Discussion and Analysis of Financial Condition and Results
of Operations—Our Financial Condition and Results of Operations—Liquidity and
Capital Resources—Capital Expenditure.”
Management's Discussion and
Analysis of Financial Condition and Results of Operations, page
49
Our Financial Condition and
Results of Operations, page 57
Liquidity and Capital
Resources, page 74
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3.
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Please expand your discussion
and analysis to include a discussion of the material changes in financial
condition through the date of your interim financial statements. In this
regard, please discuss the RMB 45,000,000 bank
loan.
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COMPANY
RESPONSE: Changes in response to the Staff’s comment have been made
on page 74 of the Amended F-1.
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John
Reynolds
October
28, 2009
Page
3
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Cash flow provided by (used
in) financing activities, page 77
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4.
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Disclose the material terms of
your bank loan referenced on page 77, and file the loan agreement as an
exhibit, or advise.
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COMPANY
RESPONSE: Changes in response to the Staff’s comment have been made
on page 77 of the Amended F-1.
Underwriting, page
139
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5.
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We note your response to our
prior comment 19. It is unclear why the discussion of the "factors
considered in determining the public offering price of the ordinary shares
and the number of ordinary shares to be included in the public offering"
does not address the market price of your
shares.
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COMPANY
RESPONSE: Changes in response to the Staff’s comment have been made
on page 141 of the Amended F-1.
Notes to the Consolidated
Financial Statements for the Years Ended March 31, 2007, 2008 and 2009, page
F-8
Note 26. Subsequent Event,
page F-35
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6.
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We note that you exchanged
ordinary shares for the remaining 24% of outstanding redeemable shares of
CCBS in August 2009. Please tell us how you considered the provisions of
Article 11 of Regulation S-X in determining whether to present pro forma
financial statements that reflect the August 2009 share
exchange.
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COMPANY
RESPONSE: The Company respectfully advises the Staff that the
exchange of ordinary shares for the remaining redeemable shares of CCBS is not a
business combination. It is a capital transaction between the Company
and the noncontrolling interests of its subsidiary, which results in a
reclassification of redeemable noncontrolling interests to share capital and
additional paid-in capital. We believe that pro forma financial
information is not material to an investor of the Company although
we note that the impacts of this transaction on the Company’s capitalization is
illustrated on a pro forma basis on page 40 of the Amended
F-1.
Note to the Unaudited
Consolidated Financial Statements for the Three Months Ended June 30, 2008 and
2009, page F-42
Note 20. Fair Value
Disclosures, page F-57
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7.
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We note that you consider Level
2 inputs in determining the fair value of your available-for-sale
securities, which is based on quoted market prices from the last trading
value, Please tell us how much your estimated fair value of your
available-for-sale securities as reported on June 30, 2009 of
RMB32,824,086 differs from the quoted market value of such securities and
explain the reasons for any such material
differences.
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John
Reynolds
October
28, 2009
Page
4
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COMPANY
RESPONSE: The Company respectfully advises that there is no
difference between the quoted market value of the Company’s available-for-sale
securities as of June 30, 2009 and the fair value of such securities as recorded
in the Company’s balance sheet as of June 30, 2009 which was RMB32,824,086.
Because the said securities are not actively traded, the fair value of the
available-for-sale securities
are
considered to be determined using Level 2 inputs. The last trading value
of such securities during
the period has been used to determine the fair value of the
available-for-sale securities.
Exhibits
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8.
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Please file as promptly as
practical all exhibits to your
filing.
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COMPANY
RESPONSE: All Exhibits have been filed with the Amended F-1,
including the executed version of the validity opinion of Conyers Dill &
Pearman and the form of Underwriting Agreement.
* * * * *
* * * * * * * * * * *
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John
Reynolds
October
28, 2009
Page
5
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Your
prompt attention to this matters discussed herein would be greatly
appreciated. Should you have any questions concerning any of the
foregoing please contact me by telephone at (212) 407-4159.
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Sincerely,
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Mitchell
S. Nussbaum
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Loeb
& Loeb LLP
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