Exhibit
No.
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Description
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99.1
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Press
Release, dated September 15, 2010, regarding Framework
Agreement.
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99.2
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English
Translation of Framework Agreement, dated September 15,
2010
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99.3
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Press
Release, dated September 15, 2010, regarding Share Repurchase
Program.
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CHINA CORD BLOOD CORPORATION | |||
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By:
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/s/ Albert Chen | |
Name: | Albert Chen | ||
Title: | Chief Financial Officer | ||
1.
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Zhejiang Provincial Blood
Center (hereinafter referred to as “the Provincial Blood Center”)
is a health institution set up with approval by Zhejiang Provincial
Government and directly subordinate to the Provincial Health Department.
It is at a domestically advanced level in terms of blood collection,
storage, quality of clinical blood transfusion, technology to safeguard
the safety of the blood clinically used by the public and standardized
systems; the cord blood hematopoietic stem cells bank set up thereby in
accordance with approval by the Ministry of Health is also among the first
in the country to conduct research in technical fields such as cord blood
collection, testing, cryopreservation and recovery of cord blood
hematopoietic stem cells, etc, and its current overall level is also among
the more advanced in the country.
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2.
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Beijing Cord Blood
Hematopoietic Stem Cells Bank (hereinafter referred to as “ Beijing
Cord Blood Bank”) is a special blood station that was set up with approval
from the Ministry of Health, in accordance with applicable laws and
regulations and applicable provisions and that has received a blood
station business license. It is mainly engaged in business such as
collection, preparation, cryopreservation and custody, etc. of cord blood
hematopoietic stem cells. Beijing Jiachenhong Biological
Technologies Co., Ltd. (hereinafter referred to as “Jiachenhong
Company”), the operator and owner of Beijing Cord Blood Bank, is a limited
liability company established in accordance with the Laws of the People’s
Republic of China and it wholly invests in, owns and operates Beijing Cord
Blood Bank. Since its establishment, Jiachenhong Company has been
dedicated to publicizing and popularizing knowledge related to
hematopoietic stem cells as well as their value of application to the
whole society, while at the same time investing human and financial
resources in scientific research related to the storage of hematopoietic
stem cells and other clinical applications. It has also continuously made
public charitable donations. It does not only have substantial capital
strength, but also has advanced managerial experience and is a participant
in the establishment of standards for the cord blood industry in
China.
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(1)
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The
“Zhejiang Cord Blood Bank” shall mean “Zhejiang Provincial Cord Blood
Hematopoietic Stem Cells Bank” that is the cooperation between Zhejiang
Provincial Blood Center and Beijing Jiachenhong Biological Technologies
Co., Ltd. and that has added authorized custody services. It operates on
the model of “coexistence of public and private bank and subsidizing
public bank by private bank” and is further expanding development and
operations through Zhejiang Company. Its establishment and acceptance
inspection have been approved by the Ministry of
Health.
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(2)
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“The
Provincial Blood Center” shall mean Zhejiang Provincial Blood
Center.
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(3)
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“Beijing
Cord Blood Bank” shall mean Beijing Cord Blood Hematopoietic Stem Cells
Bank.
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(4)
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“Jiachenhong
Company” shall mean Beijing Jiachenhong Biological Technologies Co., Ltd.,
the operator and owner of Beijing Cord Blood Hematopoietic Stem Cells
Bank.
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(5)
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“Cord
blood” shall mean placental and cord blood that is not related to the
blood capacities and blood circulations of pregnant women and newborn
babies and that exists at the remote end of the umbilical cords of newborn
babies after the umbilical cords have been cut
off.
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(6)
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“Zhejiang
Company” shall mean Zhejiang Lukou Biotechnology Co., Ltd, the entity
which jointly formed by both parties,. The purpose for setting
up the company is to better implement the course of the Ministry of Health
to “allow depositors to choose the storage method for cord blood,” explore
and practice the operating model of “coexistence of public and private
banks and subsidizing public bank by private bank” of cord blood banks of
our country and to operate Zhejiang Cord Blood Bank by using the private
bank to subsidize the public bank, so as to promote the joint development
of the public bank and private bank and to benefit the
public.
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(1)
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Jiachenhong
Company and the Provincial Blood Center will jointly set up “Zhejiang
Company,” which has qualifications as an independent legal entity, for a
total investment of RMB100 million.
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(2)
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The
first installment of registered capital of “Zhejiang Company” is RMB50
million. The equity structure is a monetary capital contribution by
Jiachenhong Company with an equity percentage of 90%; the Provincial Blood
Center will make a non-monetary capital contribution with technologies and
equipment, etc., with an equity percentage of
10%.
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(3)
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Upon
the establishment of “Zhejiang Company,” Zhejiang Company will, as the
operator and capital investor of Zhejiang Cord Blood Bank, complete the
application of business permission for Zhejiang Cord Blood Bank jointly
with the Provincial Blood Center and obtain the blood station business
license issued by competent authorities in
charge.
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(4)
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“Zhejiang
Company” will set up a board of directors consisting of three members, of
whom one shall be from the Provincial Blood Center; one from Beijing Cord
Blood Bank and one from Jiachenhong
Company.
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(5)
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The
operating model of Zhejiang Cord Blood Bank shall
be:
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1.
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In
the name of “Zhejiang Provincial Cord Blood Hematopoietic Stem Cells
Bank,” Zhejiang Cord Blood Bank shall engage in the collection,
preparation, cryopreservation of cord blood, and provide cord blood
hematopoietic stem cells to medical institutions and scientific and
research institutions;
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2.
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The
professional technicians of the Provincial Blood Center shall provide
guidance and management of the business process and quality control of the
clinical collection, preparation, cryopreservation and testing of cord
blood; “Zhejiang Company” shall hire professional technicians who meet the
requirements for the appropriate duty posts to engage in technical works
related to steps such as the preparation, cryopreservation and testing of
cord blood hematopoietic stem
cells;
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3.
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“Zhejiang
Company” shall be responsible for resolving needs for the place of
operations and buildings for business of the Zhejiang Cord Blood Bank; and
for acquiring all fixed assets including facilities and
equipments;
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4.
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“Zhejiang
Company” shall bear the cost of the development and operations of the
Zhejiang Cord Blood Bank and bear the entire cost of operations of the
Zhejiang Cord Blood Bank;
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5.
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To
maintain the normal operations of the Zhejiang Cord Blood Bank and promote
the development of the cord blood health business conducted by the
Zhejiang Cord Blood Bank, the Zhejiang Cord Blood Bank may engage in
authorized custody services;
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6.
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The
Provincial Blood Center shall establish and issue systems and standards
related to the professional and technical management of the Zhejiang Cord
Blood Bank, deliver the industry regulations and business guidance rules
promulgated by competent authorities in charge of the industry and
correspondence documents related to the operations of the Zhejiang Cord
Blood Bank, etc.
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(1)
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Provide
the Zhejiang Cord Blood Bank with technical guidance and business
management as well as relevant technicians for the collection,
preparation, quality control, cryopreservation and recovery of cord
blood.
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(2)
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Not
undertake of the operational risks of the Zhejiang Cord Blood
Bank.
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(3)
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Be
responsible for constructing properties available for the operations of
the Zhejiang Cord Blood Bank and Zhejiang Company and have ownership of
such properties, provided that the provision of buildings for operations
and office use to the Zhejiang Cord Blood Bank and Zhejiang Company in
appropriate manner is guaranteed, with usable area not less than 1,500
square meters, and the guaranteed term of use shall not be less than 20
years.
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(4)
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Facilitate
and provide assistance for the clinical applications of cord blood
hematopoietic stem cells by the Zhejiang Cord Blood
Bank.
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(5)
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Complete
all procedures related to the license renewal and continued existence of
the Zhejiang Cord Blood Bank, strive for approval for the Zhejiang Cord
Blood Bank of the renewal of license from the competent health and
administrative authorities, so as to maintain a continuously valid license
and its renewal for the Zhejiang Cord Blood
Bank.
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(6)
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Report
to the competent health and administrative authorities the relevant issues
on Zhejiang Cord Blood Bank.
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(7)
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Provide
the Zhejiang Cord Blood Bank related technical services such as medical
testing agents, etc., that meet industry standards for
fees.
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(8)
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Agree
to allow Zhejiang Company to operate the Zhejiang Cord Blood Bank by a
method of subsidizing the public bank by the private bank and to be
responsible for the operations of the public
bank.
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(9)
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As
one of the investors in the Zhejiang Company, shall have the right to
invite an accounting firm, which is an independent third party, at any
time to perform audit on the financial status of Zhejiang Company at its
own expense.
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(1)
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Make
total capital commitment to fund the operation of Zhejiang Cord Blood Bank
by contributing equity fund to “Zhejiang
Company”.
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(2)
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Bear
the operational risks of Zhejiang Cord Blood Bank through “Zhejiang
Company”.
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(3)
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Assist
in dealing with all formalities in connection with the license renewal and
continued existence of Zhejiang Cord Blood
Bank.
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(4)
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through
“Zhejiang Company”, provide fixed assets and meet other physical
conditions such as business premises, site, environment, facilities and
equipments that are necessary to the operational needs of Zhejiang Cord
Blood Bank.
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(5)
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In
order to expedite the establishment and development of Zhejiang Provincial
Cord Blood Bank, Jiachenhong Company shall make payment of RMB30 million
(RMB Thirty Million Only) by installments to Provincial Blood Center for
the establishment of Zhejiang Cord Blood Bank. Zhejiang
Provincial Blood Center shall especially construct the relevant property
with usable area of not less than 1,500 square meters for the operation of
Zhejiang Company and storage of cord blood with a term of not less than 20
years.
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(6)
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Upon
the establishment of Zhejiang Company, guarantee that, during the initial
three years, the total amount of profit and technical consultant fees paid
by Zhejiang Company to Provincial Blood Center is not less than RMB2
million (RMB Two Million Only) per year. Thereafter, profit
would be shared in proportion to the shareholding
percentage.
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(7)
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Pay
the salaries and benefits of staff of Provincial Blood Center in Zhejiang
Cord Blood Bank through “Zhejiang
Company”.
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(8)
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Be
responsible for the daily operation and management of Zhejiang Cord Blood
Bank through “Zhejiang Company”, has the right of management of Zhejiang
Cord Blood Bank for a term of not less than 20
years.
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(9)
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Zhejiang
Company shall extend full support to the operation of public bank with
Zhejiang Provincial Blood Center as the main entity. On the
basis of maintaining the existing cryopreserved quantity of public bank,
the quantity which is successfully collected and cryopreserved every year
in the public bank shall be no less than 10% of that in the private
bank. The number of new cases in public bank shall reach 10,000
in 10 years. Hence, for the cord blood hematopoietic stem cells
which are successfully stored in the public bank, apart from being
lawfully provided by Zhejiang Cord Blood Bank for the use in clinical
transplantation, they can also be used to satisfy the needs for scientific
research and charitable purposes of Provincial Blood
Center.
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(10)
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Through
Zhejiang Company, be responsible for the recruitment of professional
technical personnel, who meet the requirements of the relevant posts, to
engage in related technical work of different phases such as the
preparation, cryopreservation, testing of cord blood hematopoietic stem
cells; be responsible for the recruitment of financial staff,
administrative management staff, back-up support staff to carry out the
financial, administrative management and back-up support works of Zhejiang
Cord Blood Bank.
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