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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
China Cord Blood Corporation
Ordinary Shares, $0.0001 par value
(Title of Class of Securities)
G21107100
(CUSIP Number)
November 19, 2010
(Date of Event Which Requires Filing of this Statement)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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þ
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*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, (“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).
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CUSIP No. G21107100
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1.
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Names of Reporting Persons
Ichigo Group Holdings Co., Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Japan
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
3,573,314(1)
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
3,573,314
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,573,314
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)
4.8%(2)
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12.
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Type of Reporting Person (See Instructions)
CO
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(1) The Reporting Person beneficially owns 2,845,185 ordinary shares directly and 728,129 ordinary shares through its indirect subsidiary, Huge Ally Investments Limited.
(2) Based on 73,746,350 ordinary shares outstanding as of November 10, 2010, as disclosed in Exhibit 99(a)(5)(E) to the Issuer’s Schedule TO filed with the Securities and Exchange Commission on November 10, 2010.
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CUSIP No. G21107100
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Item 1.
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(a)
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Name of Issuer
China Cord Blood Corporation
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(b)
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Address of Issuer’s Principal Executive Offices
48th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R.
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Item 2.
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(a)
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Name of Person Filing
Ichigo Group Holdings Co., Ltd.
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(b)
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Address of Principal Business Office or, if none, Residence
The Imperial Hotel Tower 17F, 1-1-1, Uchisaiwaicho Chiyoda-ku Tokyo 100-0011, Japan
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(c)
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Citizenship
Japan
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(d)
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Title of Class of Securities
Ordinary Shares, par value $0.0001 per share
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(e)
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CUSIP Number
G21107100
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company
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(j)
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A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________
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Item 4.
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Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
3,573,314(1)
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(b)
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Percent of class:
4.8%(2)
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
3,573,314
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(ii)
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Shared power to vote or to direct the vote
-0-
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(iii)
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Sole power to dispose or to direct the disposition of
3,573,314
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(iv)
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Shared power to dispose or to direct the disposition of
-0-
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(1) The Reporting Person beneficially owns 2,845,185 ordinary shares directly and 728,129 ordinary shares through its indirect subsidiary, Huge Ally Investments Limited.
(2) Based on 73,746,350 ordinary shares outstanding as of November 10, 2010, as disclosed in Exhibit 99(a)(5)(E) to the Issuer’s Schedule TO filed with the Securities and Exchange Commission on November 10, 2010.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.
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The Reporting Person has ceased to be the beneficial owner of more than 5% of the outstanding Ordinary Shares.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certifications
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By signing below I certify that, to the best of 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.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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November 19, 2010
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(Date)
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/s/ Kenji Iwasaki
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(Signature)
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| Kenji Iwasaki | ||
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President & Representative Statutory Executive Officer
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(Name and Title)
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