UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G/A
Amendment No.
1
Under the
Securities Exchange Act of 1934*
|
China
Cord Blood Corporation
|
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.0001 per share
|
|
(Title
of Class of Securities)
|
|
G21107100
|
|
(CUSIP
Number)
|
|
December
31, 2009
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[ ] Rule
13d-1(b)
[X]
Rule 13d-1(c)
[ ] Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
(the "Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all other provisions of the Act (however, see the
Notes).
|
CUSIP
No.
|
G21107100
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk
China Fund (Cayman), Ltd. (98-0170144)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
3,395,321*
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
3,395,321*
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,395,321* (see
Item 4)
|
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
Not
Applicable
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%**
|
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
* Includes
3,192,321 shares of common stock, par value $0.0001 per share, and 203,000
warrants to purchase common stock that are exercisable within 60
days.
** Based
on 66,182,726 outstanding shares of common stock, par value $0.0001 per share,
as reported by China Cord Blood Corporation on its Rule 424B3 filing
made on November 24, 2009.
Page 1 of
12 Pages
|
CUSIP
No.
|
G21107100
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk
Capital Management, L.L.C. (48-1172612)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
3,395,321*
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
3,395,321*
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,395,321* (see
Item 4)
|
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
Not
Applicable
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%**
|
|
|
12
|
OO
|
|
* Includes
3,192,321 shares of common stock, par value $0.0001 per share, held by Jayhawk
China Fund (Cayman), Ltd. and 203,000 warrants to purchase common stock that are
exercisable within 60 days held by Jayhawk China Fund (Cayman),
Ltd.
** Based
on 66,182,726 outstanding shares of common stock, par value $0.0001 per share,
as reported by China Cord Blood Corporation on its Rule 424B3 filing
made on November 24, 2009.
Page 2 of
12 Pages
|
CUSIP
No.
|
G21107100 |
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk
Private Equity Fund II, L.P. (26-1692972)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH: : |
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
8,133,787*
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
8,133,787*
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,133,787* (see
Item 4)
|
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
Not
Applicable
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.0%**
|
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
* Includes
533,970 shares of common stock, par value $0.0001 per share, and 7,599,817
warrants to purchase common stock that are exercisable within 60
days.
** Based
on 66,182,726 outstanding shares of common stock, par value $0.0001 per share,
as reported by China Cord Blood Corporation on its Rule 424B3 filing
made on November 24, 2009.
Page 3 of
12 Pages
|
CUSIP
No.
|
G21107100
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk
Private Equity GP II, L.P. (26-1692915)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
8,133,787*
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
8,133,787*
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,133,787* (see
Item 4)
|
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
Not
Applicable
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.0%**
|
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
* Includes
533,970 shares of common stock, par value $0.0001 per share, and 7,599,817
warrants to purchase common stock that are exercisable within 60 days held by
Jayhawk Private Equity Fund II, L.P.
** Based
on 66,182,726 outstanding shares of common stock, par value $0.0001 per share,
as reported by China Cord Blood Corporation on its Rule 424B3 filing
made on November 24, 2009.
Page 4 of
12 Pages
|
CUSIP
No.
|
G21107100
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk
Private Equity, LLC (26-1692786)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH: : |
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
8,133,787*
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
8,133,787*
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,133,787* (see
Item 4)
|
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
Not
Applicable
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.0%**
|
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
* Includes
533,970 shares of common stock, par value $0.0001 per share, and 7,599,817
warrants to purchase common stock that are exercisable within 60 days held by
Jayhawk Private Equity Fund II, L.P.
** Based
on 66,182,726 outstanding shares of common stock, par value $0.0001 per share,
as reported by China Cord Blood Corporation on its Rule 424B3 filing
made on November 24, 2009.
Page 5 of
12 Pages
CUSIP
No. G21107100
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Kent
C. McCarthy
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
11,529,108*
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
11,529,108*
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,529,108* (see
Item 4)
|
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
Not
Applicable
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%**
|
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
* Includes
3,192,321shares of common stock, par value $0.0001 per share and 203,000
warrants to purchase common stock that are exercisable within 60 days held by
Jayhawk China Fund (Cayman), Ltd. and 533,970 shares of common stock, par value
$0.0001 per share, and 7,599,817 warrants to purchase common stock that are
exercisable within 60 days held by the Jayhawk Private Equity Fund II,
L.P.
** Based
on 66,182,726 outstanding shares of common stock, par value $0.0001 per share,
as reported by China Cord Blood Corporation on its Rule 424B3 filing
made on November 24, 2009.
Page 6 of
12 Pages
|
Item
2(b)
|
Address
of Principal Business Office or, if None,
Residence:
|
The
principal business address of Jayhawk China Fund (Cayman), Ltd., Jayhawk Capital
Management, L.L.C., Jayhawk Private Equity Fund II, L.P., Jayhawk Private Equity
GP II, L.P., Jayhawk Private Equity, LLC, and Kent C. McCarthy is 930 Tahoe Blvd., 802-281,
Incline Village, NV, 89451.
|
Item
4
|
Ownership:
|
The information below is as
of the date of December 31, 2009.
(a) Amount
beneficially owned:
1. Jayhawk
China Fund (Cayman), Ltd.: 3,395,321*
2. Jayhawk
Capital Management, L.L.C.: 3,395,321*
3. Jayhawk
Private Equity Fund II, L.P.: 8,133,787**
4. Jayhawk
Private Equity GP, L.P.: 8,133,787**
5. Jayhawk
Private Equity, LLC: 8,133,787**
6. Kent
C. McCarthy: 11,529,108***
(b) Percent
of class:
1. Jayhawk
China Fund (Cayman), Ltd.: 5.1%
2. Jayhawk
Capital Management, L.L.C.: 5.1%
3. Jayhawk
Private Equity Fund II, L.P.: 11.0%
4. Jayhawk
Private Equity GP, L.P.: 11.0%
5. Jayhawk
Private Equity, LLC: 11.0%
6. Kent
C. McCarthy: 15.6%
Percent
of class is based on 66,182,726 outstanding shares of common stock, par value
$0.0001 per share, as reported by China Cord Blood Corporation on its
Rule 424B3 filing made filed on November 24, 2009.
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or to direct the vote:
1. Jayhawk
China Fund (Cayman), Ltd.: 0
2. Jayhawk
Capital Management, L.L.C.: 0
3. Jayhawk
Private Equity Fund II, L.P.: 0
4. Jayhawk
Private Equity GP, L.P.: 0
5. Jayhawk
Private Equity, LLC: 0
6. Kent
C. McCarthy: 0
(ii) Shared
power to vote or direct the
vote:
1. Jayhawk
China Fund (Cayman), Ltd.: 3,395,321*
2. Jayhawk
Capital Management, L.L.C.: 3,395,321*
3. Jayhawk
Private Equity Fund II, L.P.: 8,133,787**
4. Jayhawk
Private Equity GP, L.P.: 8,133,787**
5. Jayhawk
Private Equity, LLC: 8,133,787**
6. Kent
C. McCarthy: 11,529,108***
(iii) Sole
power to dispose or to direct the disposition of:
1. Jayhawk
China Fund (Cayman), Ltd.: 0
2. Jayhawk
Capital Management, L.L.C.: 0
3. Jayhawk
Private Equity Fund II, L.P.: 0
4. Jayhawk
Private Equity GP, L.P.: 0
5. Jayhawk
Private Equity, LLC: 0
6. Kent
C. McCarthy: 0
(iv) Shared
power to dispose or to direct the disposition of:
1. Jayhawk
China Fund (Cayman), Ltd.: 3,395,321*
2. Jayhawk
Capital Management, L.L.C.: 3,395,321*
3. Jayhawk
Private Equity Fund II, L.P.: 8,133,787**
4. Jayhawk
Private Equity GP, L.P.: 8,133,787**
5. Jayhawk
Private Equity, LLC: 8,133,787**
6. Kent
C. McCarthy: 11,529,108***
Page 7 of
12 Pages
* Includes
3,192,321 shares of common stock, par value $0.0001 per share, and 203,000
warrants to purchase common stock that are exercisable within 60 days held by
Jayhawk China Fund (Cayman), Ltd.
** Includes
533,970 shares of common stock, par value $0.0001 per share, and 7,599,817
warrants to purchase common stock that are exercisable within 60 days held by
Jayhawk Private Equity Fund II, L.P.
*** Includes
3,192,321shares of common stock, par value $0.0001 per share, and 203,000
warrants to purchase common stock that are exercisable within 60 days held by
Jayhawk China Fund (Cayman), Ltd. and 533,970 shares of common stock, par value
$0.0001 per share, and 7,599,817 warrants to purchase common stock that are
exercisable within 60 days held by the Jayhawk Private Equity Fund II,
L.P.
|
Item
10
|
Certification:
|
By
signing below each party certifies that, to the best of its knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
Page 8 of
12 Pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the parties below
certify that the information set forth in this statement is true, complete and
correct.
|
Dated:
|
February
16, 2010
|
|
/s/
Kent C. McCarthy
|
|||
|
Kent
C. McCarthy
|
|||
|
Jayhawk
Capital Management, L.L.C.
|
|||
|
By:
|
/s/
Kent C. McCarthy
|
||
|
Name: Kent
C. McCarthy
|
|||
|
Title:
Manager
|
|||
|
Jayhawk
Private Equity, L.L.C.
|
|||
|
By:
|
/s/
Kent C. McCarthy
|
||
|
Name: Kent
C. McCarthy
|
|||
|
Title:
Manager
|
|||
|
Jayhawk
Private Equity GP II, L.P.
|
|||
|
By:
|
Jayhawk
Private Equity, L.L.C.
Its
general partner
/s/
Kent C. McCarthy
|
||
|
Name: Kent
C. McCarthy
|
|||
|
Title:
Manager
|
|||
|
Jayhawk
Private Equity Fund II, L.P.
|
|||
|
By:
|
Jayhawk
Private Equity GP II, L.P.
Its
general partner
/s/
Kent C. McCarthy
|
||
|
Name: Kent
C. McCarthy
|
|||
|
Title:
Manager of Jayhawk Private Equity, L.L.C., the General Partner of Jayhawk
Private Equity GP II, L.P.
|
|||
Page 9 of
12 Pages
|
Jayhawk
China Fund (Cayman), Ltd.
|
|||
|
By:
|
Jayhawk
Capital Management, L.L.C.,
Its
Investment Manager
/s/
Kent C. McCarthy
|
||
|
Name: Kent
McCarthy
|
|||
|
Title:
Manager
|
|||
Page 10
of 12 Pages
Exhibit A
AGREEMENT REGARDING THE JOINT
FILING OF SCHEDULE 13G
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them of
a statement on Schedule 13G (including amendments thereto) with respect to the
Common Stock, par value $0.0001 per share, of China Cord Blood Corporation, and
further agree that this Agreement be included as an exhibit to such
filings.
In
evidence whereof, the undersigned have caused this Agreement to be executed on
their behalf this 10th day of August, 2009.
|
/s/
Kent C. McCarthy
|
|||
|
Kent
C. McCarthy
|
|||
|
Jayhawk
Capital Management, L.L.C.
|
|||
|
By:
|
/s/
Kent C. McCarthy
|
||
|
Name: Kent
C. McCarthy
|
|||
|
Title:
Manager
|
|||
|
Jayhawk
Private Equity, L.L.C.
|
|||
|
By:
|
/s/
Kent C. McCarthy
|
||
|
Name: Kent
C. McCarthy
|
|||
|
Title:
Manager
|
|||
|
Jayhawk
Private Equity GP II, L.P.
|
|||
|
By:
|
Jayhawk
Private Equity, L.L.C.
Its
general partner
/s/
Kent C. McCarthy
|
||
|
Name: Kent
C. McCarthy
|
|||
|
Title:
Manager
|
|||
|
Jayhawk
Private Equity Fund II, L.P.
|
|||
|
By:
|
Jayhawk
Private Equity GP II, L.P.
Its
general partner
/s/
Kent C. McCarthy
|
||
|
Name: Kent
C. McCarthy
|
|||
|
Title:
Manager of Jayhawk
Private Equity, L.L.C., the General Partner of Jayhawk Private Equity GP
II, L.P.
|
|||
Page 11
of 12 Pages
|
Jayhawk
China Fund (Cayman), Ltd.
|
|||
|
By:
|
Jayhawk
Capital Management, L.L.C.,
Its
Investment Manager
/s/
Kent C. McCarthy
|
||
|
Name: Kent
McCarthy
|
|||
|
Title:
Manager
|
|||
Page 12
of 12 Pages