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Norwood
P. Beveridge, Jr.
New
York, NY 10154-1895
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Direct 212.407.4970
Main 212.407.4000
Fax 212.407.4990
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VIA
EDGAR
February
3, 2010
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Mail
Stop 3561
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
D.C. 20549
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|
Re:
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China
Cord Blood Corporation
Post-Effective
Amendment No. 4 to
Form
S-4 on Form F-1
File
No. 333-155579-99
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On behalf
of our client, China Cord Blood Corporation, a Cayman Islands corporation (the
“Company”), we hereby provide a response to the comment received from the Staff
regarding Post Effective Amendment No. 4 on Form F-1 to Form S-4 (the “Post
Effective Amendment”) by letter dated February 2, 2010. The numbered
paragraph set forth below respond to the Staff’s comment and corresponds to the
numbered paragraph in the Staff’s Letter.
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Comment Number
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Comment and
Response
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General
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1.
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We note that you present
interim financial statements as of and for the three months ended June 30,
2009. Since the filing is dated more than nine months after the
end of the last audited financial year of March 32, 2009, the fling should
contain interim financial statements that cover at least the first six
months of the financial year. Please update your interim
financial statements accordingly to include financial statements through
at least September 30, 2009. Refer to Item 8.A.5 of Form 20-F
for additional guidance.
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COMPANY
RESPONSE: As discussed with the Staff, the Company has reviewed the
requirements of Item 8 of Form 20-F and believes that as the Post Effective
Amendment registers the resale of securities to be received upon the exercise of
outstanding warrants, the provisions of Instruction 2 to Item 8
apply. Instruction 2 states that in such case, “…the interim
financial statements referred to in Item 8.A.5 shall be as of a date within 12
months of the date of the document.” As the effective date of the
Post-Effective Amendment is expected to be in the first week of February 2010,
the interim financial statements included in the Post Effective Amendment will
meet the requirements of Instruction 2 until June 30, 2010.
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Mr.
John Reynolds
Securities
and Exchange Commission
February
3, 2010
Page 2
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Your
prompt attention to this filing would be greatly appreciated. Should
you have any questions concerning any of the foregoing please contact me by
telephone at (212) 407-4970.
| Sincerely, | |||
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|
/s/ Norwood P. Beveridge, Jr. | ||
| Norwood P. Beveridge, Jr. | |||
| Loeb & Loeb LLP | |||
Cc: Mr.
Albert Chen
China Cord Blood
Corporation
Mr.
Roy Leung
KPMG
Mitchell
S. Nussbaum