SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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China Cord Blood Corporation
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(Name of Issuer)
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Ordinary Shares, par value $0.0001
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(Title and Class of Securities)
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G21107100
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(CUSIP Number)
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Yuen Kam
48th Floor, Bank of China Tower,
1 Garden Road, Central,
Hong Kong S.A.R.
(852) 3605-8180
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With a copy to:
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Mitchell S. Nussbaum, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY10154
(212) 407-4159
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June 20, 2011
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ¨
The information required on 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).
Page 2 of 5 Pages
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CUSIP No. G21107100
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SCHEDULE 13D/A
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1
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NAME OF REPORTING PERSON
Golden Meditech Stem Cells (BVI) Company Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7
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SOLE VOTING POWER
29,822,878
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
29,822,878
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,822,878
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5% (1)
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14
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TYPE OF REPORTING PERSON
CO
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(1)
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Based upon 75,406,875 ordinary shares outstanding as of March 31, 2011, as disclosed in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on June 10, 2011.
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Page 3 of 5 Pages
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CUSIP No. G21107100
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SCHEDULE 13D/A
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1
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NAME OF REPORTING PERSON
Golden Meditech Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7
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SOLE VOTING POWER
29,822,878
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
29,822,878
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,822,878
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5% (1)
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14
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TYPE OF REPORTING PERSON
CO
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(1)
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Based upon 75,406,875 ordinary shares outstanding as of March 31, 2011, as disclosed in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on June 10, 2011.
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Page 4 of 5 Pages
Item 1. Security and Issuer
This Amendment No. 1 ( “Amendment”) relates to the ordinary shares, par value $0.0001 (the “Ordinary Shares”), of China Cord Blood Corporation, a Cayman Islands corporation (the “Issuer” or “CCBC”). This Amendment is being filed jointly by Golden Meditech Stem Cells (BVI) Company Limited, a British Virgin Islands company (“GM Stem Cells”), and Golden Meditech Holdings Limited, a Cayman Islands company (“Golden Meditech” and, collectively with GM Stem Cells, the “Reporting Persons”)
This Amendment amends the Items set forth below of the Statement of Beneficial Ownership on Schedule 13D initially filed on July 9, 2009 (the “Statement”) with the Securities and Exchange Commission by supplementing the Statement with the information set forth herein.
Item 3. Source and Amount of Funds or Other Consideration
Between December 2010 and June 2011, the Reporting Persons acquired an aggregate of 754,791 Ordinary Shares through several open market purchases. Such purchases were funded by internal resources.
Item 5. Interest in Securities of the Issuer
As of the date hereof, the Reporting Persons beneficially owned a total of 29,822,878 Ordinary Shares, which represents approximately 39.5% of the Issuer’s outstanding Ordinary Shares based on 75,406,875 ordinary shares outstanding as of March 31, 2011, as disclosed in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on June 10, 2011. The number of Ordinary Shares as to which each Reporting Person has or shares voting or dispositive authority is set forth in Items 7 and 9 of each of the cover pages to this Statement (pages 2 through 3 hereof) relating to each such Reporting Persons (which are incorporated into this Item 5 by this reference).
The following table provides a description of the transactions in the Ordinary Shares by the Reporting Persons during the past 60 days:
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Date of
Transaction
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Number of
Shares
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Price Per
Share
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Type of Transaction
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May 13, 2011
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2,639
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3.00
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Open Market (NYSE)
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May 17, 2011
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7,338
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3.00
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Open Market (NYSE)
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June 6, 2011
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16,164
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3.00
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Open Market (NYSE)
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June 7, 2011
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4,231
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3.00
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Open Market (NYSE)
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June 8, 2011
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11,818
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3.00
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Open Market (NYSE)
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June 9, 2011
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3,400
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3.00
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Open Market (NYSE)
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June 10, 2011
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166
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3.00
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Open Market (NYSE)
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June 13, 2011
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51,300
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3.00
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Open Market (NYSE)
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June 14, 2011
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108,309
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3.00
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Open Market (NYSE)
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June 15, 2011
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15,400
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3.00
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Open Market (NYSE)
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June 20, 2011
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26,464
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3.00
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Open Market (NYSE)
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Page 5 of 5 Pages
SIGNATURES
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.
Dated: June 23, 2011
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GOLDEN MEDITECH STEM CELLS (BVI) COMPANY LIMITED
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By:
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/s/ Kam Yuen | |
| Name: | Kam Yuen | ||
| Title: | Director | ||
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GOLDEN MEDITECH HOLDINGS LIMITED
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By:
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/s/ Kam Yuen | |
| Name: | Kam Yuen | ||
| Title: | Chairman and Chief Executive Officer | ||