SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
(Mark
one)
FORM
20-F
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¨
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE
ACT OF 1934
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OR
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¨
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended ________________.
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OR
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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OR
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þ
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SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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Date
of event requiring this shell company report: June 30, 2009
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for the transition period from
__________ to ___________
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Commission
file number 000-52275
China
Cord Blood Corporation
________________________________
(Exact
name of the Registrant as specified in its charter)
Cayman
Islands
_____________________________
(Jurisdiction
of incorporation or organization)
48th Floor,
Bank of China Tower
1 Garden
Road
Central,
Hong Kong S.A.R.
___________________________
(Address
of principal executive offices)
Albert Chen, +852 3605 8180,
[email protected], 48th Floor, Bank of China Tower,
1 Garden Road, Central, Hong Kong S.A.R.
(Name,
Telephone, E-mail and/or Facsimile Number and Address of Company Contact
Person)
Securities
registered or to be registered pursuant to Section 12(b) of the
Act:
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Title
of Each Class
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Name of each exchange
on which registered
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None
Securities
registered or to be registered pursuant to Section 12(g) of the
Act:
None
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act:
UNITS,
EACH CONSISTING OF ONE ORDINARY SHARE, $0.0001 PAR VALUE, AND TWO
WARRANTS
ORDINARY
SHARES, $.0001 PAR VALUE
WARRANTS
TO PURCHASE ONE ORDINARY SHARE, $.0001 PAR VALUE
On June
30, 2009, the registrant had 59,286,506 ordinary shares
outstanding.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
|
o
Yes
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x
No
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If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.
|
o
Yes
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x
No
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Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
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xYes
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o
No
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Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).
Yes o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated
filer” in Rule 12b-2 of the
Exchange Act.
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o Large
Accelerated filer
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o Accelerated
filer
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x
Non-accelerated filer
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Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:
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x US
GAAP
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o
International Financial Reporting Standards as issued by the International
Accounting Standards Board
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o
Other
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If
“Other” has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to
follow.
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o Item
17
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o Item
18
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If
this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
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o
Yes
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o
No
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(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of the securities under a
plan confirmed by a court.
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o
Yes
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o
No
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TABLE
OF CONTENTS
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PART
I
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Page
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Item
1.
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Identity
of Directors, Senior Management and Advisers
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3
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Item
2.
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Offer
Statistics and Expected Timetable
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3
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Item
3.
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Key
Information
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3
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A.
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Selected
financial data
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3
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B.
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Capitalization
and indebtedness
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3
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C.
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Reasons
for the offer and use of proceeds
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4
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D.
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Risk
factors
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4
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Item
4.
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Information
On The Company
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4
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A.
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History
and Development of the Company
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4
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B.
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Business
overview
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4
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C.
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Organizational
structure
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4
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D.
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Property,
plants and equipment
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4
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Item
4A.
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Unresolved
Staff Comments
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4
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Item
5.
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Operating
and Financial Review and Prospects
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4
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Item
6.
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Directors,
Senior Management and Employees
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5
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A.
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Directors
and senior management
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5
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B.
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Compensation
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5
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C.
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Board
practices
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5
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D.
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Employees
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5
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E.
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Share
ownership
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5
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Item
7.
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Major
Shareholders and Related Transactions
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5
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A.
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Major
shareholders
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5
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B.
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Related
party transactions
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6
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C.
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Interests
of experts and counsel
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6
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Item
8.
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Financial
Information
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6
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A.
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Consolidated
Statements and Other Financial Information
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6
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B.
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Significant
Changes
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6
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Item
9.
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The
Offer and Listing
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6
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A.
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Offer
and listing details
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6
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B.
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Plan
of distribution
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6
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C.
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Markets
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7
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D.
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Selling
shareholders
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7
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E.
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Dilution
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7
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F.
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Expenses
of the issue
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7
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Item
10.
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Additional
Information
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7
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A.
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Share
capital
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7
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B.
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Memorandum
and articles of association
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7
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C.
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Material
contracts
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7
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D.
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Exchange
controls
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7
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E.
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Taxation
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7
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F.
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Dividends
and paying agents
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7
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G.
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Statement
by experts
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8
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H.
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Documents
on display
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8
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I.
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Subsidiary
Information
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8
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Item
11.
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Quantitative
and Qualitative Disclosure About Market Risk
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8
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Item
12.
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Description
of Securities Other Than Equity Securities
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8
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PART
III
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||
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Item
17
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Financial
Statements
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8
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Item
18.
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Financial
Statements
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8
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Item
19
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Exhibits
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9
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Signatures
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10
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1
CERTAIN
INFORMATION
In this
Shell Company Report on Form 20-F (the “Report”), unless otherwise
indicated, “we,” “us,” “our,” “CCBC” and “China Cord Blood” refers to China Cord
Blood Corporation, a company continued in the Cayman Islands, and its
subsidiaries subsequent to the Business Combination referred to
below. Unless the context indicates otherwise, all references to
“CCBS” in this Report refer to China Cord Blood Services Corporation, a
subsidiary of China Cord Blood and the entity through which the operating
business is held, and its consolidated subsidiaries, including China Stem Cells
Holdings Limited, or “CSC,” Beijing Jiachenhong Biological Technologies Co.,
Limited (including Beijing Cord Blood Bank, the cord blood bank operated by it),
or “Jiachenhong,” and Guangzhou Municipality Tianhe Nuoya Bio-engineering Co.
Ltd. (including Guangdong Cord Blood Bank, the cord blood bank operated by it),
or “Nuoya”. The “Business Combination” refers to the merger of Pantheon China
Acquisition Corp. (“Pantheon”) with and into Pantheon Arizona Corp. (“Pantheon
Arizona”) to form the predecessor to CCBC under the laws of Arizona, the
subsequent redomestication of Pantheon Arizona to the Cayman Islands as CCBC and
the acquisition of 93.94% of the outstanding shares of CCBS by CCBC, each of
which transactions was consummated substantially concurrently on June 30,
2009. Unless the context indicates otherwise, the “Company” refers to
Pantheon prior to the Business Combination and CCBC following the Business
Combination.
Unless
the context indicates otherwise, all references to “China” refer to the People’s
Republic of China. All references to “provincial-level regions” or “regions”
include provinces as well as autonomous regions and directly controlled
municipalities in China, which have an administrative status equal to provinces,
including Beijing. Penetration rates referenced in this proxy
statement/prospectus represent a measurement of the demand for cord blood
banking services calculated by dividing the number of subscribers for cord blood
banking services over the total number of newborns in a particular region over a
given period.
All
references to “Renminbi,” “RMB” or “yuan” are to the legal currency of the
People’s Republic of China and all references to “U.S. dollars,” “dollars,” “$”
are to the legal currency of the United States. This Report contains
translations of Renminbi amounts into U.S. dollars at specified rates solely for
the convenience of the reader. Unless otherwise noted, all translations from
Renminbi to U.S. dollars were made at the noon buying rate in The City of New
York for cable transfers in Renminbi per U.S. dollar as certified for customs
purposes by the Federal Reserve Bank of New York, or the noon buying rate, as of
September 30, 2008, which was RMB6.7899 to $1.00. We make no representation that
the Renminbi or U.S. dollar amounts referred to in this Report could have been
or could be converted into U.S. dollars or Renminbi, as the case may be, at any
particular rate or at all. On June 30, 2009, the cash buying rate announced by
the People’s Bank of China was RMB6.8334 to $1.00.
FORWARD-LOOKING
STATEMENTS
This
Report contains ‘‘forward-looking statements’’ that represent our beliefs,
projections and predictions about future events. All statements other than
statements of historical fact are ‘‘forward-looking statements’’ including any
projections of earnings, revenue or other financial items, any statements of the
plans, strategies and objectives of management for future operations, any
statements concerning proposed new projects or other developments, any
statements regarding future economic conditions or performance, any statements
of management’s beliefs, goals, strategies, intentions and objectives, and any
statements of assumptions underlying any of the foregoing. Words such as
‘‘may’’, ‘‘will’’, ‘‘should’’, ‘‘could’’, ‘‘would’’, ‘‘predicts’’,
‘‘potential’’, ‘‘continue’’, ‘‘expects’’, ‘‘anticipates’’, ‘‘future’’,
‘‘intends’’, ‘‘plans’’, ‘‘believes’’, ‘‘estimates’’ and similar expressions, as
well as statements in the future tense, identify forward-looking
statements.
These
statements are necessarily subjective and involve known and unknown risks,
uncertainties and other important factors that could cause our actual results,
performance or achievements, or industry results, to differ materially from any
future results, performance or achievements described in or implied by such
statements. Actual results may differ materially from expected results described
in our forward-looking statements, including with respect to correct measurement
and identification of factors affecting our business or the extent of their
likely impact, the accuracy and completeness of the publicly available
information with respect to the factors upon which our business strategy is
based or the success of our business.
Forward-looking
statements should not be read as a guarantee of future performance or results,
and will not necessarily be accurate indications of whether, or the times by
which, our performance or results may be achieved. Forward-looking statements
are based on information available at the time those statements are made and
management’s belief as of that time with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in or suggested by the
forward-looking statements. Important factors that could cause such differences
include, but are not limited to, those factors discussed under the headings
‘‘Risk Factors’’, ‘‘Operating and Financial Review and Prospects,’’
‘‘Information on our Company” and elsewhere in this Report.
2
ITEM
1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
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A.
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Directors
and Senior Management
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Our directors and executive officers
immediately after the consummation of the Business Combination are described in
Post-Effective Amendment No. 2 to the Registration Statement on S-4 (No.
333-155579) filed by Pantheon Arizona with the Securities and Exchange
Commission (the “S-4”) in the section entitled “Directors and Executive Officers
after the Business Combination” beginning on page 168, which is incorporated
herein by reference.
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B.
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Advisers
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Information
regarding our legal advisers is described in the S-4 on page 203 and is
incorporated by reference herein.
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C.
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Auditors
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Information
regarding our auditors is described in the S-4 on page 203 and is incorporated
by reference herein.
On June
30, 2009, McGladrey & Pullen LLP (“McGladrey”) was dismissed as the
Company’s independent registered public accounting firm. The reports of
McGladrey on the Company’s financial statements for each of the past two fiscal
years contained no adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles,
except with respect to the Company’s ability to continue as a going concern as
described therein. The decision to change independent accountants was
approved by the Company’s Board of Directors on June 30, 2009.
During
the Company’s two most recent fiscal years and through June 30, 2009 there were
no disagreements with McGladrey on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of McGladrey would have
caused it to make reference to the subject matter of such disagreements in its
report on the Company’s financial statements for such periods.
CCBC’s
board of directors has approved the appointment of KPMG as its new
independent registered public accounting firm. During the two most
recent fiscal years and through the date of its engagement, the Company did not
consult with KPMG regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.
Prior to
engaging KPMG, KPMG did not provide the Company with either written or oral
advice that was an important factor we considered in reaching a decision to
change our independent registered public accounting firm from McGladrey to
KPMG.
ITEM
2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not
required.
ITEM
3. KEY INFORMATION
|
A.
|
Selected financial
data
|
Financial information regarding CCBS
and Pantheon are included in the S-4 in the sections entitled “CCBS Summary
Financial Information” beginning on page 13, “Comparative Per Share Information”
beginning on page 18, “Selected Historical Consolidated Financial and Operating
Data of CCBS” beginning on page 99 and “Pantheon Selected Financial Information”
beginning on page 160 which are incorporated by reference herein.
|
B.
|
Capitalization and
Indebtedness
|
3
|
C.
|
Reasons for the Offer and Use
of Proceeds
|
Not
required.
|
D.
|
Risk
factors
|
The risks associated with the Company’s
business are described in the S-4 in the Section entitled “Risk Factors”
beginning on page 22 and are incorporated by reference herein.
ITEM
4. INFORMATION ON THE COMPANY
|
A.
|
History and Development of the
Company
|
Pantheon
was a special purpose acquisition company formed for the purpose of
acquiring, through a stock exchange, asset acquisition or other similar business
combination, an operating business in the People’s Republic of
China. Pantheon China consummated its initial public offering on
December 20, 2006 and generated aggregate gross proceeds of $34,500,000. On June
30, 2009, Pantheon acquired China Cord Blood Services Corporation ("CCBS") by
purchasing 93.94% of its outstanding shares from existing shareholders in
exchange for an aggregate of 54,345,104 newly issued ordinary shares of
its corporate successor, China Cord Blood Corporation (“China Cord Blood”), the surviving company of the
redomestication of Pantheon to the Cayman Islands. The
acquisition followed the favorable vote of approximately 96% of the public
stockholders of Pantheon in accordance with the SPAC business combination
approval procedures established at the time of Pantheon’s IPO. Concurrent with the acquisition,
Pantheon purchased an aggregate of 4,547,399 shares of its common stock from three of its largest
stockholders for an aggregate purchase price of approximately $27.2 million (in
transactions intended to assure the successful completion of the business
combination) and assumed options exercised by CCBS’ management prior to closing. As a result,
following the acquisition China Cord Blood had a total of 59,286,506 shares
outstanding and approximately $695,000 was available for working capital
purposes from Pantheon’s trust account.
|
B.
|
Business
Overview
|
The business of CCBS is described in
the S-4 in the section entitled “CCBS Business” beginning on page 147, and the
business of Pantheon is described in the S-4 in the section entitled “Pantheon
Business” beginning on page 164, which are incorporated herein by
reference.
|
C.
|
Organizational
Structure
|
The Company’s organizational structure
is described in the S-4 in the section entitled “Summary” beginning on page 1
and is incorporated by reference herein.
The facilities of the Company are
described in the S-4 in the section entitled “CCBS Business—Facilities” on page
155, which is incorporated by reference herein.
ITEM
4A. UNRESOLVED STAFF COMMENTS
Not
applicable.
ITEM
5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The discussion and analysis of the
financial condition of CCBS and Pantheon is described in the S-4 in
the sections entitled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations of CCBS” beginning on page 110 and
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations of Pantheon” beginning on beginning on page 161, which are
incorporated by reference herein.
4
ITEM
6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
A.
|
Directors and senior
management
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Our directors and executive officers
immediately after the consummation of the Business Combination are described in
the S-4 in the section entitled “Directors and Executive Officers
after the Business Combination” beginning on page 168, which is incorporated
herein by reference.
|
B.
|
Compensation
|
The compensation of the executive
officers and directors of CCBS is described in the S-4 in the section entitled
“Compensation of Officers and Directors of CCBS” beginning on page 172, which is
incorporated herein by reference.
|
C.
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Board
Practices
|
Information about our directors and
audit, compensation and nominating and corporate governance committees are
described in the S-4 in the sections entitled “Directors, Executive Officers,
Executive Compensation and Corporate Governance—Directors and Executive Officers
after the Business Combination” beginning on page 168, “Board Committees”
beginning on page 170, which are incorporated by reference herein.
|
D.
|
Employees
|
Information
about the employees of CCBS is described in the S-4 on page 158 and is
incorporated by reference herein.
|
E.
|
Share
Ownership
|
See Item 7A.
|
A.
|
Major
shareholders
|
The
following table sets forth certain information regarding our ordinary shares as
of June 30, 2009 by:
|
·
|
each
person known by us to be the beneficial owner of more than 5% of our
outstanding ordinary shares;
|
|
·
|
each
of our officers and directors;
and
|
|
·
|
all
of our officers and directors as a
group.
|
As of
June 30, 2009, there were a total of 59,286,506 ordinary shares
outstanding. Unless otherwise indicated, we believe that all persons named in
the table have sole voting and investment power with respect to all ordinary
shares beneficially owned by them.
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
|
Percent
of
Class
|
||||||
|
Golden Meditech Stem Cells (BVI)
Company Limited(1)
|
29,068,087 | 49 | % | |||||
|
Asset
Managers CCBS Holdings Limited (f/k/a Treasure Home Investments
Limited)(1)
|
3,573,314 | 6 | % | |||||
|
Ting Zheng
|
1,071,994 | 2 | % | |||||
|
Mark D. Chen(2)
|
692,500 | (3) | 1 | % | ||||
|
Jennifer
J. Weng(2)
|
692,500 | (4) | 1 | % | ||||
|
Albert Chen
|
* | * | ||||||
|
Dr. Ken Lu
|
* | * | ||||||
|
Feng Gao
|
* | * | ||||||
|
Yue Deng
|
* | * | ||||||
|
Xin Xu
|
* | * | ||||||
| Rui Arashiyama | – | – | ||||||
|
All directors and executive
officers as a group (9
individuals)
|
3,616,608 | 6.1 | % | |||||
5
*
Indicates less than 1%
|
(1)
|
The
business address of each such beneficial owner is P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin
Islands.
|
|
(2)
|
The
business address of each such beneficial owner is 48th Floor, Bank of
China Tower; 1 Garden Road; Central, Hong Kong,
S.A.R.
|
|
(3)
|
Includes
(i) 100,000 ordinary shares held by Jennifer J. Weng, Mr. Chen’s wife, and
(ii) 350,000 ordinary shares held by Super Castle Investments Limited, a
company owned by Mr. Chen. Does not include 1,291,667 warrants to purchase
ordinary shares, held by Pantheon China Acquisition Limited, an entity
controlled by Mr. Chen, that are not currently exercisable and will not
become exercisable in 60
days.
|
|
(4)
|
Includes
(i) 242,500 ordinary shares held by Mark D. Chen, Ms. Weng’s husband, and
(ii) 350,000 ordinary shares held by Super Castle Investments Limited, a
company owned by Mr. Chen. Does not include 1,291,667 warrants to purchase
ordinary shares, held by Pantheon China Acquisition Limited, an entity
controlled by Mr. Chen, that are not currently exercisable and will not
become exercisable in 60
days.
|
Related party transactions of Pantheon
and CCBS are described in the S-4 in the section entitled “Certain
Transactions—Certain Transaction of Pantheon” beginning on page 180, and related
party transactions of CCBS are described in the S-4 in the section entitled
“Certain Transactions—Certain Transactions of CCBS” beginning on page 181, which
are incorporated by reference herein.
|
C.
|
Interests
of Experts and Counsel
|
Not
Applicable.
|
A.
|
Consolidated Statements and
Other Financial Information.
|
See Item 18.
|
B.
|
Significant
Changes
|
None.
|
A.
|
Offer and
Listing Details
|
Holders
of our ordinary shares, warrants and units (sometimes referred to herein as
“securities”) should obtain current market quotations for their securities.
There can be no assurance that a trading market will develop for these
securities.
|
B.
|
Plan of
Distribution
|
Not
Applicable.
6
|
C.
|
Markets
|
Our
ordinary shares, warrants and units are quoted on the OTCBB under the symbols
“PCQC”, “PCQCW” and “PCQCU”, respectively.
|
D.
|
Selling
Shareholders
|
Not
Applicable.
|
E.
|
Dilution
|
Not
Applicable.
|
F.
|
Expenses of the
Issue
|
Not
Applicable.
ITEM
10. ADDITIONAL INFORMATION
|
Share
Capital
|
Status of Outstanding Ordinary
Shares. As of June 30, 2009, we had a total of 250,000,000
ordinary shares and 1,000,000 shares of Preferred Stock authorized, of
which 59,286,506 ordinary shares were issued and
outstanding.
Options and Warrants. We have
issued and outstanding warrants to purchase 13,583,334 ordinary shares and no
options to purchase ordinary shares. In addition, we have one
representative unit purchase option outstanding, which entitles the holder
thereof to purchase 500,000 units, each unit consisting of one ordinary share
and two warrants.
|
B.
|
Memorandum and Articles of
association
|
The
description of certain terms and provisions of our Amended and Restated
Memorandum and Articles of Association is included in the S-4 in the section
entitled “Comparison of Pantheon and Pantheon Cayman Stockholder Rights”
beginning on page 185 and incorporated herein by reference.
|
C.
|
Material
Contracts
|
All
material contracts governing the business of the Company are described elsewhere
in this Shell Company Report on Form 20-F or in the information incorporated by
reference herein.
|
D.
|
Exchange
controls
|
Under
Cayman Islands law, there are currently no restrictions on the export or import
of capital, including foreign exchange controls or restrictions that affect the
remittance of dividends, interest or other payments to nonresident holders of
our shares.
|
E.
|
Taxation
|
The
material United States federal income tax consequences of the Business
Combination and of owning and disposing of our securities following the Business
Combination are described in the S-4 in the Section entitled “Material U.S.
Federal Income Tax Consequences” beginning on page 195, which is incorporated
herein by reference.
|
F.
|
Dividends
and paying agents
|
Information
about our dividend policy is described in the S-4 in the section entitled
“Dividend Policy” beginning on page 52 and incorporated by reference
herein.
7
|
G.
|
Statement
by experts
|
Not applicable.
|
H.
|
Documents on
display
|
Documents
concerning us that are referred to in this document may be inspected at our
principal executive offices at 48th Floor,
Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R.
In
addition, we will file annual reports and other information with the Securities
and Exchange Commission. We will file annual reports on Form 20-F and
submit other information under cover of Form 6-K. As a foreign private
issuer, we are exempt from the proxy requirements of Section 14 of the
Exchange Act and our officers, directors and principal shareholders will be
exempt from the insider short-swing disclosure and profit recovery rules of
Section 16 of the Exchange Act. Annual reports and other information
we file with the Commission may be inspected at the public reference facilities
maintained by the Commission at Room 1024, 100 F. Street, N.E., Washington,
D.C. 20549, and at its regional offices located at 233 Broadway, New York, New
York 10279 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and copies of all or any part thereof may be obtained from such offices
upon payment of the prescribed fees. You may call the Commission at
1-800-SEC-0330 for further information on the operation of the public reference
rooms and you can request copies of the documents upon payment of a duplicating
fee, by writing to the Commission. In addition, the Commission maintains a
web site that contains reports and other information regarding registrants
(including us) that file electronically with the Commission which can be
assessed at http://www.sec.gov.
|
I.
|
Subsidiary
Information
|
Not
required.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN
EQUITY SECURITIES
Information
regarding our securities is included in the S-4 in the section entitled
“Description of Pantheon’s Securities” beginning on page 185.
PART
II
Not
applicable.
PART
III
ITEM
17. FINANCIAL STATEMENTS
See Item
18.
The
audited Financial Statements of Pantheon Acquisition Corp. are included in the
S-4 beginning on page F-1, which is incorporated herein by
reference. The audited Financial Statements of CCBS are included in
the S-4 beginning on page F-30, which is incorporated herein by
reference.
8
| Exhibit No. | Description | |
|
1.1
|
Memorandum
of Association of China Cord Blood Corporation (incorporated by reference
to Exhibit 3.3 to Registration Statement on Form S-4 of Pantheon Arizona
Corp. (File No. 333-155579).
|
|
|
1.2
|
Articles
of Association of China Cord Blood Corporation (incorporated by reference
to Exhibit 3.4 to Registration Statement on Form S-4 of Pantheon Arizona
Corp. (File No. 333-155579).
|
|
|
2.2
|
China
Cord Blood Corporation 2009 Share Option Scheme (incorporated by reference
to Exhibit 10.2 to Registration Statement on Form S-4 of Pantheon Arizona
Corp. (File No. 333-155579).
|
|
|
2.3
|
Form
of Unit Purchase Option granted to Representative (incorporated by
reference to Exhibit 4.1 to Registration Statement on Form S-1 of Pantheon
China Acquisition Corp. (File No. 333-136590).
|
|
| 2.4 |
Form
of Warrant Agreement between Continental Stock Transfer and Trust Company
and Pantheon China Acquisition Corp. (incorporated by reference to Exhibit
4.1 to Registration Statement on Form S-1 of Pantheon China Acquisition
Corp. (File No. 333-136590).
|
|
|
8.1
|
List
of Subsidiaries
|
9
SIGNATURES
The
Registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.
|
CHINA
CORD BLOOD CORPORATION
|
|||
|
By:
/s/ Ting
Zheng
Name:
Ting Zheng
Title:
Chief Executive Officer
Date:
July 7, 2009
|
|||
10
EXHIBIT
INDEX
| Exhibit No. | Description | |
|
1.1
|
Memorandum
of Association of China Cord Blood Corporation (incorporated by reference
to Exhibit 3.3 to Registration Statement on Form S-4 of Pantheon Arizona
Corp. (File No. 333-155579).
|
|
|
1.2
|
Articles
of Association of China Cord Blood Corporation (incorporated by reference
to Exhibit 3.4 to Registration Statement on Form S-4 of Pantheon Arizona
Corp. (File No. 333-155579).
|
|
|
2.2
|
China
Cord Blood Corporation 2009 Share Option Scheme (incorporated by reference
to Exhibit 10.2 to Registration Statement on Form S-4 of Pantheon Arizona
Corp. (File No. 333-155579).
|
|
|
2.3
|
Form
of Unit Purchase Option granted to Representative (incorporated by
reference to Exhibit 4.1 to Registration Statement on Form S-1 of Pantheon
China Acquisition Corp. (File No. 333-136590).
|
|
| 2.4 |
Form
of Warrant Agreement between Continental Stock Transfer and Trust Company
and Pantheon China Acquisition Corp. (incorporated by reference to Exhibit
4.1 to Registration Statement on Form S-1 of Pantheon China Acquisition
Corp. (File No. 333-136590).
|
|
|
8.1
|
List
of Subsidiaries
|
11
Exhibit
8.1
List of
Subsidiaries
|
Name
|
Jurisdiction
|
|
China
Cord Blood Services Corporation
|
Cayman
Islands
|
|
China
Stem Cells Holdings Limited
|
Cayman
Islands
|
|
Beijing
Jiachenhong Biological Technologies Co., Limited
|
PR
China
|
|
China
Stem Cells (South) Company Limited
|
British
Virgin Islands
|
|
Guangzhou
Municipality Tianhe Nuoya Bio-engineering Co. Ltd.
|
China
|
|
China
Stem Cells (East) Company Limited
|
British
Virgin Islands
|