Under the Securities Exchange Act of 1934
(Amendment No.     )

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule including all exhibits.  See Section 240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

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).

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SCHEDULE 13D

This Schedule 13D relates to the ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), of China Cord Blood Corporation, a company with limited liability registered in Cayman Islands (the “Issuer”). The address of the principal executive offices of the Issuer is Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

This Schedule 13D is being filed jointly by KKR China Healthcare Investment Limited, a Cayman Islands limited company (“KKR Investor”), KKR China Growth Fund L.P., a Cayman Islands limited partnership (“China Growth Fund”), KKR Associates China Growth L.P., a Cayman Islands limited partnership (“Associates China”), KKR China Growth Limited, a Cayman Islands limited company (“China Fund”), KKR Fund Holdings L.P., a Cayman Islands limited partnership (“Fund Holdings”), KKR Fund Holdings GP Limited, a Cayman Islands limited company (“Fund Holdings GP”), KKR Group Holdings L.P., a Cayman Islands limited partnership (“Group Holdings”), KKR Group Limited, a Cayman Islands limited company (“KKR Group”), KKR & Co. L.P., a Delaware limited partnership (“KKR & Co.”), KKR Management LLC, a Delaware limited liability company (“KKR Management”), Mr. Henry R. Kravis and Mr. George R. Roberts, collectively referred to herein as the “Reporting Persons.” The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 1 hereto.

China Growth Fund is the controlling member of KKR Investor. Associates China is the sole general partner of China Growth Fund. China Fund is the sole general partner of Associates China. Fund Holdings is the sole shareholder of China Fund. Fund Holdings GP is the general partner of Fund Holdings. Group Holdings is the sole shareholder of Fund Holdings GP and a general partner of Fund Holdings. KKR Group is the general partner of Group Holdings. KKR & Co. is the sole shareholder of KKR Group. KKR Management is the general partner of KKR & Co. The designated members of KKR Management are Messrs. Kravis and Roberts.

KKR Investor was formed solely for the purpose of investing in the Issuer.

China Growth Fund is principally engaged in the business of investing in other companies.

Each of Associates China and China Fund is principally engaged in the business of managing China Growth Fund.

Each of Fund Holdings, Fund Holdings GP, Group Holdings, KKR Group, KKR & Co. and KKR Management is principally engaged as a holding company for subsidiaries engaged in the investment management business.

Mr. William J. Janetschek is KKR Investor’s sole director. Each of Messrs. Kravis, Roberts and each of Mr. Janetschek and Mr. David J. Sorkin is a director of Fund Holdings GP and KKR Group, and an officer of KKR Management. Each of Messrs. Janetschek and Sorkin is also an officer of Fund Holdings GP and KKR Group. Messrs. Kravis and Roberts are the designated members of KKR Management. Messrs. Kravis and Roberts are also directors of China Fund.

Each of Messrs. Kravis, Roberts, Janetschek and Sorkin is a United States citizen. The present principal occupation or employment of each of Messrs. Kravis, Roberts, Janetschek and Sorkin is as an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates.

The address of the principal business office of KKR Investor, China Growth Fund, China Fund and Associates China is:

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c/o Maple Corporate Services Limited

PO Box 309, Ugland House, Grand Cayman

KY1-1104, Cayman Islands

The address of the principal business office of Fund Holdings, Fund Holdings GP, Group Holdings, KKR Group, KKR & Co., KKR Management, and Messrs. Kravis and Janetschek and Sorkin is:

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, NY 10019

The address of the principal business office of Mr. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

As more fully described herein, pursuant to a convertible note purchase agreement (the “Purchase Agreement”), dated as of April 12, 2012 (the “Execution Date”), by and between the Issuer and KKR Investor, KKR Investor purchased 7% senior unsecured convertible notes in the aggregate principal amount of US$65 million (the “Notes”), which are immediately convertible into Ordinary Shares (collectively, the “Investment”).  The closing occurred on April 27, 2012.

The aggregate amount of funds used to purchase the Notes was US$65 million. These funds were provided from general funds available to the Reporting Persons and the applicable subsidiaries and affiliates thereof, including capital contributions made by their partners.

The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference in this Item 4.

The Reporting Persons acquired the Notes for investment purposes and intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Ordinary Shares (including relating to the conversion price of the Notes), conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D.  Without limiting the foregoing, and subject to the terms of the Purchase Agreement, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional Ordinary Shares, dispose of some or all of their Ordinary Shares or continue to hold Ordinary Shares (or any combination or derivative thereof).

In addition, without limitation, and subject to the terms of the Purchase Agreement, the Reporting Persons may engage in discussions with management, the board of directors, stockholders of the Issuer and other relevant parties or take other actions through their representatives on the board of directors or otherwise, concerning any extraordinary corporate transaction (including but not limited to a merger, reorganization or liquidation) or the business, operations, assets, strategy, future plans, prospects, corporate structure, board composition, management, capitalization, dividend policy, charter, bylaws, corporate documents, agreements, de-listing or de-registration of the Issuer.

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Pursuant to the Purchase Agreement, the Issuer has agreed to cause Mr. Julian J. Wolhardt (or another designee of KKR Investor) to be appointed to fill one directorship on the board of the Issuer and the committees thereof. The appointment of such director is subject to legal and governance requirements regarding service as a director of the Issuer. The provisions relating to the appointment of a nominee director continue for so long as KKR Investor’s “Investment Value” (which means the aggregate of, (i) in relation to the Notes, the outstanding principal amount of the Notes held by KKR Investor at such time and (ii) in relation to the Ordinary Shares issued upon conversion of the Notes and held by KKR Investor, the product of such shares multiplied by the conversion price at which such shares were issued) is equal to or greater than US$20,000,000. At closing of the Investment, Mr. Wolhardt was appointed to the Issuer’s board of directors effective April 27, 2012. As a director of the Issuer, Mr. Wolhardt may have influence over the corporate activities of the Issuer, including activities which may relate to transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The description of the Purchase Agreement applicable to KKR Investor’s board nominee does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement included as Exhibit 2, which is incorporated herein by reference.

Although the foregoing reflects activities presently contemplated by the Reporting Persons and any other person named in Item 2, above, with respect to the Issuer, the foregoing is subject to change at any time. Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons and, to the best knowledge of the Reporting Persons, any of the other individuals named in Item 2 above, have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

The information set forth in Item 2 of this Schedule 13D is hereby incorporated by reference in this Item 5.

(a) and (b). The following disclosure assumes that there are 73,140,147 Ordinary Shares outstanding as of March 31, 2012, as set forth in the Purchase Agreement.

KKR Investor, as of April 27, 2012, may be deemed to beneficially own 22,903,454 Ordinary Shares that it has the right to acquire through the conversion of its principal amount of US$65,000,000 in Notes at US$2.838, which would, as of April 27, 2012, represent approximately 23.8% of the outstanding Ordinary Shares upon such conversion. By virtue of relationships reported in Item 2, each of the Reporting Persons, other than Messrs. Henry R. Kravis and George R. Roberts, may be deemed to have sole power to vote or to direct the voting of, and to dispose or to direct the disposition of, the 22,903,454 Ordinary Shares beneficially owned by KKR Investor (which are subject to issuance upon conversion of the Notes), which, based on calculations made in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), constitutes approximately 23.8% of the outstanding Ordinary Shares.  By virtue of relationships reported in Item 2, Messrs. Kravis and Roberts may be deemed to share the power to vote or to direct the voting of, and to dispose or to direct the disposition of, such Ordinary Shares.

As a result of the foregoing, each of China Growth Fund (as the sole member of KKR Investor), Associates China (as the sole general partner of China Growth Fund), China Fund (as the sole general partner of Associates China), Fund Holdings (as the sole shareholder of China Fund), and Fund Holdings GP (as the general partner of Fund Holdings) may be deemed to beneficially own the securities that may be deemed to be beneficially owned by KKR Investor. Each of Group Holdings (as the sole shareholder of Fund Holdings GP and a general partner of Fund Holdings), KKR Group (as the general partner of Group Holdings), KKR & Co. (as the sole shareholder of KKR Group), and KKR Management (as the general partner of KKR & Co.) may be deemed to beneficially own the securities that may be deemed to be beneficially owned by KKR Investor.

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In addition, Messrs. Henry R. Kravis and George R. Roberts (as the designated members of KKR Management) may be deemed to beneficially own the securities held by KKR Investor.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person (other than KKR Investor) that it is the beneficial owner of any Ordinary Shares issuable upon conversion of the Notes for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Except as described herein, no other person named in response to Item 2 may be deemed to beneficially own any Ordinary Shares.

(c) Except as described herein, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons or any other person named in response to Item 2, above, has engaged in any transactions in the Ordinary Shares in the past 60 days.

(d) Except as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares covered by this Schedule 13D.

(e)           Not applicable.

The information set forth in Items 3 and 4 of this Schedule 13D is hereby incorporated by reference.

Purchase Agreement.  On April 12, 2012, the Issuer entered into the Purchase Agreement with KKR Investor, which provided for the purchase by KKR Investor of the Notes, which are immediately convertible into Ordinary Shares.  The closing occurred on April 27, 2012.

Pursuant to the Purchase Agreement, at closing, the Issuer will cause Mr. Wolhardt (or another designee of KKR Investor) to be appointed to fill one directorship reserved for a nominee director of the board of the Issuer and the committees thereof.  The appointment of such director is subject to legal and governance requirements regarding service as a director of the Issuer.   The provisions relating to the appointment of a nominee director will continue for so long as KKR Investor’s Investment Value is equal to or greater than US$20,000,000.  At closing of the Investment, Mr. Wolhardt was appointed to the Issuer’s board of directors, effective April 27, 2012. As a director of the Issuer, Mr. Wolhardt may have influence over the corporate activities of the Issuer, including activities which may relate to transactions described in paragraphs (a) through (j) of Schedule 13D. The description of the Purchase Agreement applicable to KKR Investor’s board nominee does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement included as Exhibit 2, which is incorporated herein by reference.

For so long as KKR Investor’s Investment Value is equal to or greater than US$20,000,000, KKR Investor has the right, subject to certain exceptions, to purchase its pro rata share (on an as-converted basis) of any securities issued by the Issuer for a per unit consideration equal to the per unit consideration to be paid by the proposed recipient of the securities and otherwise on the same terms and conditions as are offered to such proposed recipient.

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For so long as KKR Investor’s Investment Value is equal to or greater than US$20,000,000, the Issuer is prohibited from issuing or selling any Ordinary Shares or other equity securities at the price that is less than the conversion price of the Notes. For so long as KKR Investor’s Investment Value is equal to or greater than US$20,000,000, the Issuer is prohibited from, without the affirmative consent of KKR Investor, undertaking certain activities, including acquiring or disposing of assets other than in the ordinary course of business, entering into any joint venture or partnership with, or otherwise acquiring any interest in the equity securities of, any person other than a wholly-owned subsidiary, or changing the size or composition of the board of directors of the Issuer or any subsidiary, among others.

The Purchase Agreement also includes customary representations and warranties, and customary provisions relating to opinions of counsel, indemnification and other provisions.

Terms of the Notes.  The Notes bear interest at a rate of 7% per annum and mature on April 27, 2017 (the “Maturity Date”).  KKR Investor is entitled to convert the principal of the Notes (or any portion thereof in integral multiples of US$1,000,000) at any time up to the Maturity Date.  Unless previously redeemed or converted, the Notes will be redeemed on the Maturity Date for an amount that, together with all interest that has been received, will give an internal rate of return to KKR Investor of 12% on the principal amount of the Notes.

The Notes are convertible into Ordinary Shares at an initial conversion price of US$2.838 per share.  The conversion price is subject to customary anti-dilution adjustments, including adjustments for any stock split or combination, share dividend or distribution, consolidation or merger, and reorganization or recapitalization.

At any time after the earlier of (x) KKR Investor’s receipt of an event of default notice and (y) KKR Investor becoming aware of an event of default under the Notes, it may require the Issuer to redeem all or any portion of the principal amount of the Notes at a price which, inclusive of interest, would yield a total internal rate of return of 22.5% to KKR Investor on such principal amount to the date of payment.

Registration Rights Agreement.  In connection with the Purchase Agreement, KKR Investor entered into a registration rights agreement (the “Registration Rights Agreement”) on April 27, 2012.  The Registration Rights Agreement provides for registration under the Securities Act of 1933, under various circumstances, of the Ordinary Shares issued upon conversion of the Notes or otherwise acquired by KKR Investor.  The Issuer agreed to provide shelf, underwritten offering and piggy-back registration rights with respect to such Ordinary Shares, as well as demand registration rights with respect to Ordinary Shares that KKR Investor and its affiliates may purchase.

Lock-up agreements.  KKR Investor entered into separate lock-up agreements on April 12, 2012 with the following:

·      Golden Meditech Stem Cell (BVI) Company Limited (“Golden Meditech”), a company incorporated and existing under the laws of the British Virgin Islands, and Golden Meditech Holdings Limited (“GMHL”), an exempted company with limited liability incorporated in the Cayman Islands and the parent company of Golden Meditech;

·      Ting Zheng, the Chief Executive Officer of the Issuer;

·      Albert Chen, the Chief Financial Officer of the Issuer;

·      Yue Deng, the Chief Executive Officer — Beijing Division of the Issuer; and

·      Xin Xu, the Chief Technology Officer of the Issuer.

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Pursuant to these agreements, and subject to certain exceptions, until the earlier of (i) the Maturity Date, (ii) the date on which KKR Investor’s Investment Value is less than US$20,000,000 and (iii) in the case of Messrs. Ting Zheng, Albert Chen, Yue Deng and Xin Xu, nine months after the date of termination of employment with the Issuer, neither Golden Meditech nor Messrs. Ting Zheng, Albert Chen, Yue Deng and Xin Xu may, without KKR Investor’s prior written consent, (a) sell or otherwise transfer, or pledge or otherwise dispose of any equity securities in the Issuer that they own as of the date of their respective lock-up agreements or any right, title or interest attaching to the equity securities, (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of the equity securities in the Issuer that they own as of the date of their respective lock-up agreements or (c) engage in any hedging or other transaction that is designed, or which reasonably could be expected, to lead to or result in a sale or disposition of any equity securities in the Issuer that they own as of the date of their respective lock-up agreements).  In addition, GMHL may not directly or indirectly transfer any equity securities of Golden Meditech that it holds as of the date of its lock-up agreement.

If KKR Investor sells, transfers, assigns, disposes (including dispositions for no value), pledges or charges any Notes or the Ordinary Shares issued upon conversion of the Notes in connection with a bona fide margin agreement or other loan or financing arrangement, the foregoing transfer restrictions will cease to apply at the time of such sale, transfer, assignment, disposition, pledge or charge to (i) 50% of the equity securities in the Issuer held by Golden Meditech, and Messrs. Ting Zheng, Albert Chen, Yue Deng and Xin Xu, as of the date of such sale, transfer, assignment, disposition, pledges or charge, and (ii) 50% of the equity securities held by GMHL in Golden Meditech as of the date of such sale, transfer, assignment, disposition, pledges or charge, provided that GMHL continues to maintain direct control over Golden Meditech at all times.

Director Indemnification Agreement.  In connection with the Purchase Agreement, the Issuer entered into a director indemnification agreement (the “Director Indemnification Agreement”) on April 27, 2012 with Mr. Wolhardt, pursuant to which, subject to applicable law and to certain other exceptions, Mr. Wolhardt will be entitled to be indemnified by the Issuer against (a) all demands, claims, costs, charges, fees, losses, damages, judgment, fines, obligations, expenses and liabilities of any kind or whatsoever nature which may at any time be made against or incurred by him directly or indirectly by reason of or in consequence of any claim arising from the execution and discharge of his duties as a director of the Issuer, or in connection thereto; and (b) any costs, charges, liability and expenses (including but not limited to reasonable investigative, legal and other expenses, and any amounts paid in settlement) incurred by him in defending any proceedings, whether civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as a director of the Issuer.  This indemnity will cease to be valid and enforceable in respect of acts or omissions of Mr. Wolhardt from the date of termination, resignation or cessation in any manner whatsoever of Mr. Wolhardt as a director.

Indemnification Priority and Information Sharing Agreement.  Pursuant to an agreement dated April 27, 2012 among the Issuer, KKR Investor and KKR & Co., the Issuer has (a) agreed that the obligations of the Issuer under the Director Indemnification Agreement and the indemnification provisions of the Purchase Agreement are the primary source of indemnification and advancement of expenses of Mr. Wolhardt in connection therewith, and that any obligation on the part of KKR & Co. to indemnify or advance expenses to Mr. Wolhardt  are secondary to the Issuer’s obligation and will be reduced by any amount that Mr. Wolhardt may collect as indemnification or advancement from the Issuer and (b) consented to Mr. Wolhardt sharing any information that he receives from the Issuer and its subsidiaries in his capacity as director of the Issuer with the officers, directors, members, employees and representatives of KKR & Co. and its affiliates (other than other portfolio companies) and to the internal use by KKR & Co. and such affiliates of any information received from the Issuer, subject to KKR & Co. maintaining adequate procedures to prevent such information from being used in connection with the purchase or sale of securities of the Issuer in violation of applicable law.

This Item 6 (and other Items of this Schedule 13D) does not provide complete descriptions of the Purchase Agreement, the terms of the Notes, the Registration Rights Agreement, the Lock-up agreements with Golden Meditech and GMHL, Ting Zheng, Albert Chen, Yue Deng and Xin Xu, the Director Indemnification Agreement and the Indemnification Priority and Information Sharing Agreement. Such descriptions are qualified in their entirety by reference to the agreements that are listed in Item 7 and are incorporated by reference in this Item 6.

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Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.  None of the Ordinary Shares beneficially owned by the Reporting Persons is pledged or otherwise subject to a contingency the occurrence of which would give a person voting power or investment power over such Ordinary Shares.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

Signature page

Signature page

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EXHIBIT INDEX

Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of this 1st day of May, 2012.

Exhibit 2

Execution Version

CONVERTIBLE NOTE PURCHASE AGREEMENT

among

CHINA CORD BLOOD CORPORATION

and

KKR CHINA HEALTHCARE INVESTMENT LIMITED

Dated April 12, 2012

Paul, Weiss, Rifkind, Wharton & Garrison

Solicitors and International Lawyers

12th Floor, Hong Kong Club Building

3A Chater Road

Central

Hong Kong

TABLE OF CONTENTS

Execution Version

CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) made on April 12, 2012

AMONG:

(1)           CHINA CORD BLOOD CORPORATION, an exempted company with limited liability incorporated in the Cayman Islands with its registered office at Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (the “Company”); and

(2)           KKR CHINA HEALTHCARE INVESTMENT LIMITED, an exempted company with limited liability incorporated in the Cayman Islands with its registered office at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Investor”).

RECITALS:

(A)          The Company is listed on the New York Stock Exchange, Inc.

(B)          The Company owns all of the issued shares of China Cord Blood Services Corporation, a Cayman Islands exempted company (“CCBS”). CCBS owns all of the issued shares of China Stem Cells Holdings Limited, a Cayman Islands exempted company (“CSC Holdings”). CSC Holdings owns (i) all of the issued shares of each of China Stem Cells (East) Company Limited, a British Virgin Islands company (“East BVI”), China Stem Cells (West) Company Limited, a British Virgin Islands company (“West BVI”), China Stem Cells (North) Company Limited, a British Virgin Islands company (“North BVI”), China Stem Cells (East) Company Limited, a Hong Kong company (“East HK”), China Stem Cells (West) Company Limited, a Hong Kong company (“West HK”), China Stem Cells (North) Company Limited, a Hong Kong company (“North HK”), and China Stem Cells (South) Company Limited, a Hong Kong company (“South HK”); and (ii) ninety percent (90%) of the issued shares of China Stem Cells (South) Company Limited, a British Virgin Islands company (“South BVI”). East HK owns eighty-three percent (83%) of the issued shares of Favorable Fort Limited, a Hong Kong company (“FF HK”). FF HK owns one hundred percent (100%) equity interest in Jinan Baoman Science & Technology Development Company Limited, a wholly foreign-owned enterprise established in the PRC (as defined below), which in turn owns twenty-four percent (24%) equity interest in Shandong Qilu Stem Cells Engineering Company Limited, a PRC limited liability company.

(C)          CSC Holdings owns one hundred percent (100%) equity interest in Beijing Jiachenhong Biological Technologies Company Limited, a wholly foreign-owned enterprise established in the PRC (“Jiachenhong”). Jiachenhong owns ninety percent (90%) equity interest in Zhejiang Lukou Biotechnology Company Limited, a PRC limited liability company (“Lukou”). South BVI owns one hundred percent (100%) equity interest in Guangzhou Municipality Tianhe Nuoya Bio-engineering Company Limited, a wholly foreign-owned enterprise established in the PRC (“Nuoya”). The holding structure of the Group (as defined below) is set forth in the Structure Chart attached as Part D of Schedule 1.

(D)          Upon the terms and conditions set forth in this Agreement, the Company has authorized the issuance of senior unsecured convertible notes in the aggregate principal amount of US$65,000,000 (United States Dollars Sixty-Five Million) in the form attached hereto as Exhibit A (the “Notes”) which Notes shall be convertible into ordinary shares of US$0.0001 par value per share in the capital of the Company (the “Shares”) in accordance with the terms of the Notes.

AGREEMENT:

SECTION 1
INTERPRETATION

1.1                               Definitions. In this Agreement, unless the context otherwise requires, the following words and expressions have the following meanings:

“1933 Act” means the Securities Act of 1933 of the United States of America, as amended, and the rules and regulations promulgated thereunder.

“1934 Act” means the Securities Exchange Act of 1934 of the United States of America, as amended, and the rules and regulations promulgated thereunder.

“Affiliate” of a Person (the “Subject Person”) means (a) in the case of a Person other than a natural person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with the Subject Person and (b) in the case of a natural person, any other Person that is directly or indirectly Controlled by the Subject Person or is a Relative of the Subject Person. In the case of the Investor, the term “Affiliate” includes (v) any shareholder of the Investor, (w) any of such shareholder’s general partners or limited partners, (x) the fund manager managing such shareholder (and general partners, limited partners and officers thereof) and (y) trusts controlled by or for the benefit of any such individuals referred to in (w) or (x).

“Anti-Corruption Laws” means the FCPA, the UK Bribery Act 2010 (and, in relation to conduct prior to 1 July 2011, the Public Bodies Corrupt Practices Act 1889 and the Prevention of Corruption Act 1906 (together with the UK Bribery Act 2010, as amended, the “UK Corruption Laws”) and any other anti-bribery or anti-corruption laws applicable to the Company or any of its Affiliates (including such laws in the PRC). For these purposes, the offences created by the FCPA and the UK Corruption Laws shall be deemed to apply to the Affiliates of the Company in respect of acts or omissions by them which may directly or indirectly constitute a breach by the Company or the relevant Affiliates of such law, irrespective of the jurisdictional scope of those offences.

“Board” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the PRC, Hong Kong or New York City are required or authorized by law or executive order to be closed.

“China” or the “PRC” means the People’s Republic of China and for the purpose of this Agreement shall exclude Hong Kong, Taiwan and the Special Administrative Region of Macau.

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“Code” means the United States Internal Revenue Code of 1986, as amended.

“Company Charter Documents” means the Memorandum and Articles of Association of the Company.

“Company Financial Statements” means, for any Financial Year, the consolidated balance sheet and the consolidated statements of income and cash flows of the Company for such Financial Year, prepared and audited by a Big 4 Accounting Firm in accordance with US GAAP.

“Completion” means the completion and closing of the purchase of the Notes.

“Completion Date” means the date and time at which Completion takes place.

“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability shall be paid or discharged, or that any agreements relating thereto shall be complied with, or that the holders of such liability shall be protected (in whole or in part) against loss with respect thereto.

“Control” of a Person means (a) ownership of more than fifty percent (50%) of the shares in issue or other equity interests or registered capital of such Person or (b) the power to direct the management or policies of such Person, whether through ownership or voting proxy of the voting power of such Person, through the power to appoint a majority of the members of the board of directors or similar governing body of such Person, through contractual arrangements or otherwise.

“Conversion Price” means US$2.838.

“Conversion Shares” means Shares issued upon conversion of any Note.

“Disclosure Letter” means the disclosure letter delivered by the Company to the Investor on the date hereof.

“Encumbrance” means (a) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, title retention, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, including any right granted by a transaction which, in legal terms, is not the granting of security interest or any other encumbrance but which has an economic or financial effect similar to the granting of security interest or any other encumbrance under applicable law, (b) any lease, sub-lease, occupancy agreement, easement or covenant granting a right of use or occupancy to any Person, (c) any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or refusal or transfer restriction in favor of any Person and (d) any adverse claim as to title, possession or use.

“Equity Securities” means, with respect to any Person, such Person’s shares, capital stock, membership interests, partnership interests, registered capital, joint venture or other ownership interests or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such shares,

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membership interests, partnership interests, registered capital or joint venture or other ownership interests (whether or not such derivative securities are issued by such Person). Unless the context otherwise requires, any reference to “Equity Securities” refers to the Equity Securities of the Company.

“Exempted Issuance” means (a) any issuance of the Conversion Shares and (b) the issuance of Shares or Equity Securities convertible into Shares for up to five percent (5%) of the issued share capital of the Company as of the date of this Agreement on a non-diluted basis under the Existing Share Incentive Scheme.

“Existing Financial Statements” means (i) the Company Financial Statements for the Financial Year ended March 31, 2011 and (ii) the consolidated balance sheet and the consolidated statements of income and cash flows of the Company for the quarter ended December 31, 2011, in each case prepared in accordance with US GAAP.

“Existing Repurchase Program” means the share repurchase program approved by the Board on August 3, 2011 in the aggregate amount of US$15 million for 12 months continuing until August 2, 2012, which does not obligate the Company to acquire any particular amount of ordinary shares and may be commenced, suspended or discontinued at any time or from time to time in the Company’s discretion without prior notice.

“Existing Share Incentive Scheme” means the restricted share unit scheme approved by the shareholders at the annual general meeting on February 18, 2011, which has a mandate limit of granting rights to receive ordinary shares, not exceeding 10.0% of issued and outstanding share capital from time to time, to directors, officers, employees and or consultants of the Company and the other Group Members.

“FCPA” means the U.S. Foreign Corrupt Practices Act, as amended.

“Financial Year” means the financial year of the Company, which ends on March 31 of each calendar year.

“GM Lock-Up Agreement” means the GM Lock-Up Agreement dated as of the date hereof by and among the Investor, GM Stem Cells and Golden Meditech.

“GM Stem Cells” means Golden Meditech Stem Cell (BVI) Company Limited, a company incorporated and existing under the laws of the British Virgin Islands with its registered office at PO Box 957 Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

“Golden Meditech” means Golden Meditech Holdings Limited, an exempted company with limited liability incorporated in the Cayman Islands with its registered office at P.O. Box 1350 GT Clifton House 75 Fort Street, George Town, Grand Cayman, Cayman Islands.

“Governmental Authority” means any government or political subdivision thereof; any department, agency or instrumentality of any government or political subdivision thereof; any court or arbitral tribunal; and the governing body of any securities exchange or other self-regulatory body, whether domestic or foreign, in each case having competent jurisdiction.

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“Group” means the Company and its direct and indirect Subsidiaries, and “Group Member” means any of them.

“Group Representative” means any director, officer, agent, employee, consultant, professional advisor or other Person acting for or on behalf of any Group Member or Affiliate of any Group Member.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“Indebtedness” of any Person means, without duplication (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services, including (without limitation) “capital leases” in accordance with generally accepted accounting principles (other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (vi) all monetary obligations under any leasing or similar arrangement, whether or not classified as a capital lease in accordance with generally accepted accounting principles, (vii) all indebtedness referred to in clauses (i) through (vi) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (viii) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (i) through (vii) above.

“Indemnification Priority and Information Sharing Agreement” means the agreement, in the form of Exhibit D, to be entered into by the Investor, the Company and a certain Affiliate of the Investor in relation to the allocation of indemnification amounts and advancements to the Nominee Director.

“NYSE” means the New York Stock Exchange, Inc. or any successor thereto.

“Onshore Companies” means the legal entities set forth in Schedule 1 and all other legal entities established in the PRC in which any of the foregoing legal entities directly or indirectly owns any interest.

“Party” or “Parties” means any signatory or the signatories to this Agreement and any Person that subsequently becomes a party to this Agreement as provided herein.

“Person” means any natural person, firm, company, Governmental Authority, joint venture, partnership, association or other entity (whether or not having separate legal personality).

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“PFIC Tax Rate” means the highest aggregate overall rate of tax and interest applicable to an individual investor assuming that the individual is a resident of New York City with respect to a disposition, or an excess distribution, as applicable, taking into account the provisions of Section 1291 of the Code including for avoidance of doubt the interest charge calculated pursuant to Section 1291(c)(3) of the Code.

“Principal Business” means the business of the Group, being cord blood banking and related services.

“Pro Rata Share” means the proportion that the number of the Shares held by the Investor on an as converted basis bears to the aggregate number of Shares.

“Registration Rights Agreement” means the Registration Rights Agreement, in the form of Exhibit K, to be executed at Completion by and between the Company and the Investor.

“Related Party” means (a) any Affiliate of any Group Member and (b) any director or officer of any Group Member or any Affiliate thereof.

“Relative” of a natural person means the spouse of such person and any parent, grandparent, child, grandchild, sibling, first cousin, uncle, aunt, nephew, niece or in-laws of such person or spouse.

“SEC” means the United States Securities and Exchange Commission or any successor thereto.

“Senior Management Lock-Up Agreements” means the Lock-Up Agreements dated as of the date hereof by and among the Investor and each of the Senior Managers.

“Senior Managers” means the senior managers and key employees of the Group set forth in Schedule 4.

“Subsidiary” of any Person (the “Parent”) means any Person directly or indirectly Controlled by the Parent.

“Target Completion Date” means June 10, 2012.

“Tax” means any tax, duty, deduction, withholding, impost, levy, fee, assessment or charge of any nature whatsoever (including, without limitation, income, franchise, value added, sales, use, excise, stamp, customs, documentary, transfer, withholding, property, capital, employment, payroll, ad valorem, net worth or gross receipts taxes and any social security, unemployment or other mandatory contributions) imposed, levied, collected, withheld or assessed by any local, municipal, regional, urban, governmental, state, national or other body in the PRC, the United States or elsewhere and any interest, addition to tax, penalty, surcharge or fine in connection therewith.

“Tax Authority” means any Governmental Authority which imposes any Tax in any jurisdiction.

“Tax Returns” means any and all reports, returns, declarations, disclosures, or statements supplied or required to be supplied to a Tax Authority in connection with any Tax, including any schedule, attachment or amendment thereto.

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“Trading Day” has the meaning set forth in Exhibit A.

“Transaction Documents” means this Agreement, the Notes, the Registration Rights Agreement, the Indemnification Priority and Information Sharing Agreement, the Indemnification Agreement, the GM Lock-Up Agreement and the Senior Management Lock-Up Agreements.

“US GAAP” means the generally accepted accounting principles as applied in the United States.

“US$” means United States Dollars, the lawful currency of the United States of America.

1.2                               Terms Defined Elsewhere in this Agreement. The following terms are defined in this Agreement as follows: