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Mitchell
S. Nussbaum
New
York, NY 10154-1895
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Direct
Main
Fax
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| [email protected] | |||
VIA
EDGAR
November
18, 2009
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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
Form
F-1/A
Filed
November 17, 2009
File
No. 333-161602
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On behalf
of our client, China Cord Blood Corporation, a Cayman Islands corporation (the
“Company”), we hereby provide responses to comments issued on November 18, 2009
regarding the Company’s Registration Statement on Form F-1 (the “Registration
Statement”) and addressed to Ms. Ting Zheng (the “Staff’s Letter”).
In order
to facilitate your review 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.
General
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1.
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Your prospectus cover page
states that the number of ordinary shares that you offer "will be
determined based on the public offering price per ordinary share," and you
base the current number on the most recent sales price of your ordinary
shares. Please confirm that you are not conducting an
at-the-market offering, and that you will file an appropriately amended
prospectus that includes the specific number and per share price of the
securities to be offered. Additionally, please advise us how the company
will satisfy its disclosure requirements in the event of a material change
in the volume or price of the securities after effectiveness of your
registration statement. Refer to the instruction to paragraph (a) of Rule
430A of the Securities Act.
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John
Reynolds
November
18, 2009
Page
2
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COMPANY
RESPONSE: The Company hereby confirms:
1. The
underwritten offering being made pursuant to the offering prospectus included in
the Company’s Registration Statement on Form F-1 (the “Registration Statement”)
will not be an “at-the-market” offering and the price per share will be
negotiated between the Company and the underwriters of the
offering;
2. The
Company will file a revised prospectus including a fixed number of shares
offered and a fixed offering price pursuant to Rule 424 under the Securities Act
of 1933, as amended; and
3. The
Company will file a post-effective amendment in the event there is a material
change in the number of securities being offered or the assumed offering price
currently reflected in the Registration Statement.
Dilution. page
41
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2.
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It does not appear that you
have given pro forma effect to the August 2009 share exchange in
calculating the pro forma net tangible book value per share. Please revise
your calculation of net tangible book value per outstanding ordinary share
to give pro forma effect to the August 2009 share exchange, or tell us why
the dilution table should not contemplate this
transaction.
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COMPANY
RESPONSE: The Company has revised the dilution calculations to
include the share exchanges that took place following June 30, 2009, and has
concluded that the dilution to new shareholders would decrease from $5.95 per
share, to $5.80 per share after giving effect to these share
exchanges. The shares exchanged were recorded as redeemable
non-controlling interest, which resulted in a reduction of net tangible book
value. The increase in net tangible book value resulting from the
share exchange (approximately RMB99.4 million) was proportionally greater than
the increase in shares outstanding (approximately 3.5 million shares), which in
turn reduced the dilution per share to new shareholders in the
offering. The Company believes these changes are not material because
the dilution will be less that the dilution currently included in the
registration statement by approximately $0.15 (or 2.52%), and therefore the
Company will make these changes in the final prospectus to be filed pursuant to
Rule 424 as discussed above.
Underwriting, page
140
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3.
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We note the last full paragraph
on page 141 regarding the underwriters' undertaking in connection with the
listing. Please disclose where this undertaking is located. We are unable
to locate it in exhibit 1.1. Also, disclose what the consequences would be
if this undertaking is not
met.
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COMPANY
RESPONSE: The undertaking referred to in the Staff’s comment is
required by the NYSE to insure that the Company will satisfy NYSE’s the listing
qualifications following the offering. This undertaking was delivered
by the underwriters to the NYSE in a letter dated November 11, 2009, which
letter has been supplementally provided to the Staff. If the
undertaking is not met (and the Company does not otherwise meet the listing
qualifications of the NYSE), then the Company’s shares will continue to be
quoted on the OTCBB until such time as the Company meets the NYSE listing
standards and has its listing application approved by the NYSE.
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John
Reynolds
November
18, 2009
Page
3
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Notes to the Consolidated
Financial Statements for the Three Months Ended June 30, 2008 and 2009, page
F43
Note 24 Pro forma net income
per share information, page F-61
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4.
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It does not appear that you
have given effect to the convertible promissory note that is described in
Note 12 to your unaudited consolidated financial statements in calculating
your diluted earnings per share. Please tell us how you considered the
convertible promissory note in calculating diluted earnings per
share.
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COMPANY
RESPONSE: The Company respectfully advises the Staff that upon the
completion of the proposed offering, the promissory note, with a principal
amount of $510,000, will be converted into ordinary shares of the Company at a
conversion price which is equivalent to the offering price. With an
estimated offering price of $7.35 as disclosed in the Registration Statement,
the promissory note will convert into 69,388 ordinary shares of the
Company. The Company notes that the inclusion of the 69,388 ordinary
shares in the denominator of the EPS calculation will have no impact on the
previously reported amounts of pro forma diluted net income per share in RMB or
US$ for both the year ended March 31, 2009 and the three months ended June 30,
2009, up to 2 decimal places. The Company further notes that, in
order for the shares issuable upon conversion of the note to affect the pro
forma diluted net income per share for the year ended March 31, 2009 or for the
three months ended June 30, 2009 by more than RMB0.01, the offering price will
have to be lower than $0.20 per share. Given the current share price
of the Company of above $7 per share, the Company has concluded that
the potential conversion of the promissory note will not be material to the
Company's diluted net income per share. As a result, the Company has
not included or disclosed the impact of the promissory note in the presentation
of pro forma diluted net income per share.
* * * * *
* * * * * * * * * * *
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John
Reynolds
November
18, 2009
Page
4
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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.
| Sincerely, | |||
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| Mitchell S. Nussbaum | |||
| Loeb & Loeb LLP | |||