UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2013

 

Commission File Number: 001-34541

 

CHINA CORD BLOOD CORPORATION

(Translation of registrant’s name into English)

 

48^th Floor, Bank of China Tower

1 Garden Road

Central

Hong Kong S.A.R.

(Address of Principal Executive Offices)

  

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x          Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes ¨         No x 

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________.

 

 

This report and each of the exhibits to this report are hereby incorporated by reference into the registration statements on Form F-3 (No. 333-168873, No. 333-183143 and No. 333-191121) of the Company.

 

Other Events

 

Attached hereto as Exhibit 99.1 is a Notice of Annual General Meeting of Shareholders and Proxy Statement and Form of Proxy of China Cord Blood Corporation (the “Company”) relating to the Company’s 2013 Annual General Meeting.

 

Where to Find Additional Information

 

The Company is a foreign private issuer. As such, the proxy statement is not subject to review and comment by the Securities and Exchange Commission (the “SEC”).

 

Shareholders are urged to carefully read the proxy statement, because it contains important information about the Company and the 2013 Annual General Meeting of Shareholders. Copies of the proxy statement and other documents filed or submitted by the Company will be available at the website maintained by the SEC at www.sec.gov. Shareholders may obtain a copy of such filings and the Company’s annual report, free of charge, from the Company’s website at www.chinacordbloodcorp.com, by contacting our Investor Relations Department at: [email protected] or by writing to us at 48^th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R., ATTN: Secretary.

 

Participants in the Solicitation

 

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the 2013 Annual General Meeting of Shareholders. Information regarding certain directors and executive officers of the Company is available in the Company’s documents filed with or submitted to the SEC. Other information regarding the participants in the proxy solicitation and descriptions of their direct and indirect interests, by security holdings or otherwise, are set forth in the proxy statement filed herewith.

 

Exhibits

Exhibit No.	Description
99.1	Notice of Annual General Meeting of Shareholders, Proxy Statement and Form of Proxy

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	CHINA CORD BLOOD CORPORATION
	By:	/s/ Albert Chen
	Name:	Albert Chen
	Title:	Chief Financial Officer

  

Dated: November 8, 2013

 

 

 

CHINA CORD BLOOD CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(NYSE Ticker: CO)

 

48^th Floor, Bank of China Tower

1 Garden Road

Central

Hong Kong S.A.R.

 

NOTICE OF ANNUAL GENERAL MEETING

to Be Held on December 16, 2013

(or any adjourned or postponed meeting thereof)

 

To the Shareholders of China Cord Blood Corporation:

 

NOTICE IS HEREBY GIVEN that the 2013 Annual General Meeting (“AGM”) of China Cord Blood Corporation, a Cayman Islands Corporation (the “Company”), will be held at 48^th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R. on December 16, 2013 at 9:00 p.m., Hong Kong local time, and at any adjourned or postponed meeting thereof, for the following purposes:

 

To table the financial statements of the Company for the year ended March 31, 2013.

 

As ordinary resolutions

 

	1.	To ratify the re-appointment of KPMG as auditors of the Company for the financial year ending March 31, 2014 and to authorize any duly formed committee of the directors to fix the remuneration of the auditors.

	2.	To re-elect the following Directors, each of whom retires by rotation pursuant to the Company’s Articles of Association:

	a.	Mr. Albert Chen

	b.	Mr. Mark Chen

	3.	To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

The Board of Directors of the Company has fixed the close of business on November 4, 2013 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof. The stock transfer books of the Company will not be closed.  A list of the shareholders entitled to vote at the AGM may be examined at the Company’s offices during the 10-day period preceding the AGM.

 

Please refer to the proxy form, which is attached to and made a part of this notice. Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to notice of and to vote at the AGM and any adjourned or postponed meeting thereof.

 

Holders of record of the Company’s ordinary shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the AGM to ensure your representation at such meeting.

 

A return envelope which requires no postage if mailed in the United States is enclosed for your convenience.  You may obtain directions to the AGM by calling our offices at +852 3605 8180.

  

 

Shareholders may obtain a copy of the proxy statement, a form of proxy and our most recent annual report, free of charge, from the Company’s website at www.chinacordbloodcorp.com, by contacting our Investor Relations Department at: [email protected] or by writing to us at 48^th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R., ATTN: Secretary.

 

	By Order of the Board of Directors,
	/s/ Yuen Kam
	Yuen Kam
	Chairperson

 

Hong Kong, November 8, 2013

 

IMPORTANT

 

Whether you expect to attend the AGM, please complete, date, and sign the accompanying proxy form, and return it promptly in the enclosed return envelope. If you grant a proxy, you may revoke it at any time prior to the AGM or nevertheless vote in person at the AGM.

 

PLEASE NOTE:  If your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares in the election of directors, unless you direct the nominee holder how to vote, by marking your proxy form.

 

 

CHINA CORD BLOOD CORPORATION

 

Table of Contents

 

	Page
GENERAL INFORMATION ABOUT VOTING	1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	3
PROPOSAL NO. 1 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS	5
PROPOSAL NO. 2 ELECTION OF DIRECTORS	6
EXECUTIVE OFFICERS	14
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	18
FORM OF PROXY	A-1

  

 

CHINA CORD BLOOD CORPORATION

48^th Floor, Bank of China Tower

1 Garden Road

Central

Hong Kong S.A.R.

 

PROXY STATEMENT

for

ANNUAL GENERAL MEETING

to Be Held on December 16, 2013

(or any adjourned or postponed meeting thereof)

 

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of China Cord Blood Corporation (the “Company,” “CCBC,” “we,” “us,” or “our”) for the Annual General Meeting (“AGM”) of Shareholders to be held at the offices of the Company, 48^th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R. on December 16, 2013 at 9:00 p.m., Hong Kong local time and for any adjournment or adjournments thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders. Any shareholder appointing such a proxy has the power to revoke it at any time before it is voted. Written notice of such revocation should be forwarded directly to the secretary of the Company at the above stated address.

 

If the enclosed proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the directions thereon and otherwise in accordance with the judgment of the persons designated as proxies. Any proxy form on which no instruction is specified will be voted in favor of the actions described in this Proxy Statement and for the election of the nominees set forth under the caption “Election of Directors.”

 

The Company will bear the entire cost of preparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy form, and any additional material that may be furnished to shareholders.  The date on which this Proxy Statement and the accompanying Form of Proxy will first be mailed or given to the Company’s shareholders is on or about November 8, 2013.

 

Your vote is important. Accordingly, you are urged to sign and return the accompanying proxy form whether or not you plan to attend the AGM. If you do attend the AGM and are a record holder, you may vote by ballot at the AGM and your proxy will be deemed to be revoked. If you hold your shares in street name and wish to vote your shares at the AGM, you should contact your broker about getting a proxy appointing you to vote your shares.

 

GENERAL INFORMATION ABOUT VOTING

 

Record Date, Outstanding Shares, and Voting Rights

 

As of November 4, 2013, the record date for the AGM, the Company had outstanding 73,003,248 ordinary shares excluding 136,899 ordinary shares held as treasury shares, $0.0001 par value per share (the “Shares”), being the class of securities entitled to vote at the AGM. Each Share entitles its holder to one vote.

 

 

 

Attending the AGM

 

If you are a shareholder of record, you may vote in person at the AGM. We will give you a ballot sheet when you arrive. You may obtain directions to the meeting by calling our offices at +852 3605 8180 or by writing to the Company at 48^th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R., ATTN: Secretary. If you are a shareholder of record and attend the meeting, you may vote there in person, regardless whether you have voted by any of the other means mentioned in the preceding paragraph.

 

Procedures for Voting or Revoking Proxies

 

If you do not wish to vote in person or you will not be attending the AGM, you may vote by proxy. If you have received a printed copy of these proxy materials by mail, you may vote by proxy using the enclosed proxy form. To vote by proxy using the enclosed proxy form (only if you have received a printed copy of these proxy materials by mail), complete, sign and date your proxy form and return it promptly in the envelope provided.

 

If you intend to vote by proxy, your vote must be received by the Company no later than December 14, 2013 at 9:00 p.m., Hong Kong local time (48 hours before the time of the AGM) to be counted.

 

If you are not a shareholder of record, please follow the directions provided to you by your bank or broker. If you wish to vote in person at the AGM, please contact your bank or broker for the procedures necessary to allow you to vote your shares in person.

 

Required Votes

 

Only holders of Shares of record at the close of business on November 4, 2013 are entitled to vote at the AGM. For purposes of voting at the AGM, each Share is entitled to one vote upon all matters to be acted upon at the AGM. Two or more persons holding or representing by proxy not less than one-third in nominal value of the outstanding Shares shall constitute a quorum throughout the meeting. The affirmative vote of a simple majority of the votes cast in person or by proxy at the AGM and entitled to vote on the ordinary resolutions is required to adopt the ordinary resolutions.

 

Only Shares that are voted are taken into account in determining the proportion of votes cast for each resolution.  Any Shares not voted (whether by abstention, broker non-vote or otherwise) will only impact the percentage of votes cast for or against the adoption of each resolution. Except for determining the presence or absence of a quorum for the transaction of business, broker non-votes are not counted for any purpose in determining whether a matter has been approved.

 

  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth, as of November 4, 2013, certain information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of our ordinary shares by:

 

	·	each of our directors and executive officers who beneficially own our ordinary shares; and

	·	each person known to us to own beneficially more than 5% of our ordinary shares.

Information provided as to 5% shareholders other than our employees or management is based solely on publicly available reports filed with the Securities and Exchange Commission and subsequent issuances by the Company.

 

Beneficial ownership includes voting or investment power with respect to the securities and takes into consideration options exercisable by a person within 60 days after the date of this proxy statement. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them.

 

Name and Address of Beneficial Owner (1)		Number of Shares Beneficially Owned				Percentage of Ownership (2)
Directors and executive officers:
Yuen Kam (3)			9,775,696				10.8	%
Ting Zheng			1,071,994				1.5	%
Albert Chen (4)			393,064				*
Mark D. Chen (5)			398,144				*
Dr. Ken Lu (6)			314,049				*
Jennifer J. Weng (5)			398,144				*
Yue Deng			142,934				*
Xin Xu			71,466				*
All directors and executive officers as a group			12,167,347				13.4	%
Principal shareholders:
Golden Meditech Holdings Limited (7)			48,299,307				53.3	%
Kent C. McCarthy (8)			9,577,407				13.1	%
Atlantis Capital Holdings Limited (9)			4,292,268				5.9	%
KKR China Healthcare Investment Limited (10)			22,903,454				23.9	%
Cordlife Group Limited			7,314,015				10.0	%

 

* Beneficially owns less than 1% of our ordinary shares.

 

	(1)	Unless indicated otherwise, the business address of each of the individuals is 48th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R.

	(2)	Based on 73,003,248 shares outstanding as of November 4, 2013 and excluding shares held by or for the account of the Company or a subsidiary of the Company.

(3)

Includes (i) 357,331 ordinary shares held by Yuen Kam; and (ii) 9,418,365 ordinary shares beneficially owned by Golden Meditech Holdings Limited (“Golden Meditech”) in which Yuen Kam owns 19.5% of its issued ordinary shares.

  

 

(4)

Includes (i) 321,598 ordinary shares held by Mr. Albert Chen, and (ii) 71,466 ordinary shares held by his spouse.

 

(5)

Includes (i) 53,488 ordinary shares held by Ms. Jennifer J. Weng, (ii) 183,198 ordinary shares held by Super Castle Investments Limited, a company owned by Mr. Mark Chen, and (iii) 161,458 ordinary shares held by Pantheon China Acquisition Limited, an entity controlled by Mr. Mark Chen. Mr. Mark Chen and Ms. Jennifer J. Weng are married.

 

(6)

Represents ordinary shares held by Time Galaxy Limited, a company incorporated under the laws of the British Virgin Islands of which Dr. Ken Lu is a director.

 

(7)

Includes (i) 30,681,266 ordinary shares held by Golden Meditech Stem Cells (BVI) Co., Ltd. (“GM Stem Cells”), a wholly-owned subsidiary of Golden Meditech; and (ii) 17,618,041 ordinary shares issuable upon conversion of senior convertible notes, with principal amount of $50 million at a conversion price of $2.838 per share, held by Golden Meditech. Golden Meditech has the right to convert the senior convertible notes into the Company’s ordinary shares at any time within five years subsequent to the issuance date. Should the senior convertible notes be fully converted into the Company’s ordinary shares, the shares thus converted would represent approximately 19.4% of the Company’s enlarged share capital. The senior convertible notes were issued on October 3, 2012. As of the date of this report, Golden Meditech has not converted any portion of its convertible notes into the Company’s ordinary shares.

 

(8)

Includes (i) 1,928,211 ordinary shares held by JCF CO LF, L.P., (ii) 1,308,901 ordinary shares held by JHAB Fund II, LLC and (ii) 6,340,295 ordinary shares held by Jayhawk Private Equity Fund II, L.P. Mr. McCarthy is the manager of Jayhawk Private Equity, LLC. Jayhawk Private Equity, LLC is the general partner of Jayhawk Private Equity GP II, L.P. Jayhawk Private Equity GP II, L.P. is the general partner of Jayhawk Private Equity Fund II, L.P. Therefore, Mr. McCarthy, Jayhawk Private Equity, LLC, and Jayhawk Private Equity GP II, L.P. are deemed to be beneficial owners of the securities owned of record by Jayhawk Private Equity Fund II, L.P. and have reported that they share voting power and dispositive power over such securities. Mr. McCarthy is the manager of JHAB Management II, LLC, which is the manager of JHAB Fund II, LLC. Therefore, Mr. McCarthy and JHAB Management II, LLC are deemed to be beneficial owners of the securities owned of record by JHAB Fund II, LLC, and have reported that they share voting power and dispositive power of such securities. Mr. McCarthy is also the manager of Jayhawk Capital Management, L.L.C., which is the general partner of JCF CO LF, L.P. Therefore, Mr. McCarthy and Jayhawk Capital Management, L.L.C. are deemed to be beneficial owners of the securities owned of record by JCF CO LF, L.P., and have reported that they share voting power and dispositive power over such securities.

 

(9)

Includes 4,292,268 ordinary shares held by Atlantis Investment Management (Hong Kong) Limited, a wholly owned subsidiary of Atlantis Capital Holdings Limited.

 

(10)

Represents 22,903,454 ordinary shares issuable upon conversion of senior convertible notes, with a principal amount of $65 million at a conversion price of $2.838 per share, held by KKR China Healthcare Investment Limited (“KKRCHL”). KKRCHL has the right to convert the senior convertible notes into the Company’s ordinary shares at any time within five years subsequent to the issuance date. Should the senior convertible notes be fully converted into the Company’s ordinary shares, the shares thus converted would represent approximately 23.9% of the Company’s enlarged share capital. The senior convertible notes were issued on April 27, 2012. As of the date of this report, KKRCHL has not converted any portion of its convertible notes into the Company’s ordinary shares.

  

As of the date of this proxy statement, 41.3% of our outstanding ordinary shares are held by 8 record holders in the United States.

 

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

 

 

PROPOSAL NO. 1
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS

 

The Audit Committee has appointed KPMG as the independent auditors of the Company to audit the financial statements of the Company for the fiscal year ending March 31, 2014, and the Board of Directors is asking shareholders to ratify that appointment and authorize any duly formed committee of the directors to fix the remuneration of the auditors.  A representative of KPMG is expected to be present either in person or via teleconference at the AGM, with the opportunity to make a statement, if he or she desires to do so, and is expected to be available to respond to appropriate questions.

 

The Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal. In the event shareholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interest of the Company and the shareholders.

 

Principal Accountant Fees and Services

 

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by KPMG, our principal external independent registered public accountant firm, for the periods indicated.

		2011				2012				2013
		RMB				RMB				RMB
		(in thousands)
Audit fees (1)			5,312				5,837				5,969
Audit related fees			—				—				—
Tax fees			—				—				—
Total fees			5,312				5,837				5,969

 

(1)

“Audit fees” means the aggregate fees billed for an audit of our consolidated financial statements and our internal control over financial reporting.

 

The Audit Committee or our Board of Directors is to pre-approve all auditing services and permitted non-audit services to be performed for us by our independent auditors, including the fees and terms thereof (subject to the de minimums exceptions for non-audit services described in section 10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee or our Board of Directors prior to the completion of the audit).

 

Pre-Approval of Services

 

The Audit Committee appoints the independent auditors each year and pre-approves the audit services.  The Audit Committee chairman is authorized to pre-approve specified non-audit services for fees not exceeding specified amounts, if she promptly advises the other Audit Committee members of such approval.  All services described under the caption Principal Accountant Fees and Services were pre-approved.

  

THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG AS CCBC’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 2014 AND AUTHORIZE ANY DULY FORMED COMMITTEE OF THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS.

 

 

PROPOSAL NO. 2
ELECTION OF DIRECTORS

 

The Board of Directors has nominated the persons identified under the caption “Nominees for a Three-Year Term” for election as directors, to serve until the 2016 annual general meeting of shareholders and their successors have been elected and qualified.  If any nominee becomes unavailable for election, which is not expected, the persons named in the accompanying Form of Proxy intend to vote for any substitute whom the Board nominates, unless the proxy form contains contrary instructions.  Information regarding the directors whose terms expire at the next two annual general meetings is also set forth below.

Name	Age	Other positions with Company	Has served as Company director since
Nominees for three-year term
Albert Chen	37	Chief Financial Officer and Director	June 30, 2009
Mark D. Chen	45	Independent Non-executive Director	June 30, 2009
Directors - one-year term remaining
Ting Zheng	41	Chief Executive Officer and Director	June 30, 2009
Dr. Ken Lu	49	Independent Non-executive Director	June 30, 2009
Directors - two-year term remaining
Yuen Kam	51	Chairman	October 3, 2012
Jennifer J. Weng	45	Independent Non-executive Director	June 30, 2009
Julian J. Wolhardt	40	Independent Non-executive Director	April 27, 2012

 

Nominees for a Three-Year Term

 

Albert Chen, serves as our chief financial officer and a director. He is in charge of CCBC’s finance-related matters, including accounting and budget planning. He is also involved in CCBC’s corporate structuring and development, including mergers and acquisitions, and investment in foreign healthcare companies. He had served as the corporate finance vice president of Golden Meditech since March 2005. Prior to joining Golden Meditech, Mr. Chen worked in a number of financial institutions, including SalomonSmithBarney, DBS Vickers Securities and UOB Kay Hian in Hong Kong. During his employment as an analyst in UOB Kay Hian from 2003 to March 2005, he was a senior analyst specializing in the pharmaceutical and healthcare industries and was ranked as one of the best analysts for small cap companies in the region in a poll conducted by Asia Money among brokers in 2003. Mr. Chen is a CFA charterholder. He received his bachelor’s degree in commerce from Queen’s University, Canada, School of Business in 1999 with a major in finance and accounting.

  

 

Mark D. Chen, serves as one of our independent non-executive directors and also chairman of the Compensation Committee. Prior to June 30, 2009, Mr. Chen was Pantheon China Acquisition Corp.’s chairman of the board, chief executive officer and president since its inception. Since 1998, Mr. Chen has been a founding general partner of Easton Capital Investment Group and its various affiliated funds, a New York based private equity investment firm, and has served in various positions, including managing director, and currently a venture partner, a position he has held since 2005. He is currently a director and chairman of the Audit Committee of Skystar Bio-Pharmaceutical Company (NASDAQ:SKBI). Mr. Chen received a B.S. from the Shanghai Jiao Tong University in Shanghai, China, an M.S. from Pennsylvania State University and an M.B.A. from the Columbia Business School at Columbia University. Mr. Chen is the spouse of Jennifer J. Weng.

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, there have been no events under any bankruptcy act, criminal proceedings, judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during the past ten years.

 

Family Relationships

 

Mr. Mark D. Chen is married to Ms. Jennifer J. Weng, one of our independent non-executive directors.  To the best of our knowledge, there are no other family relationships between any director, executive officer or any person nominated to become a director or executive officer.

 

Director Independence

 

The Board of Directors has determined that Mr. Mark D. Chen, Dr. Ken Lu, Ms. Jennifer J. Weng and Mr. Julian J. Wolhardt are independent under Section 303A.02 of the New York Stock Exchange Listed Company Manual.  None of these persons is party to any transaction not otherwise disclosed under the caption “Certain Relationships and Related Transactions”.

 

Board Leadership Structure and Role in Risk Oversight

 

The Board of Directors believes that Mr. Yuen Kam’s service as Chairperson of the Board is in the best interest of the Company and its shareholders. Mr. Yuen Kam possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its business and is thus best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most critical matters.

 

The Board of Directors is responsible for the overall supervision of the Company’s risk oversight efforts as they relate to the key business risks facing the organization. Management identifies, assesses, and manages the risks most critical to the Company’s operations on a day-to-day basis. The Board’s role in risk oversight of the Company is consistent with the Company’s leadership structure, with senior management having responsibility for assessing and managing the Company’s risk exposure, and the Board and its Committees providing oversight as necessary in connection with those efforts.

 

During the year ended March 31, 2013, the Board of Directors met in person or in the form of teleconference and took action by written consent on 21 occasions. All of the directors attended all the meetings of the Board of Directors and meetings of any committee which such director is a member. Each director is expected to participate, either in person or via teleconference, in meetings of our Board of Directors and meetings of committees of our Board of Directors in which each director is a member, and to spend the time necessary to properly discharge such director’s respective duties and responsibilities. We do not have a written policy with regard to directors’ attendance at annual general meetings of shareholders; however, all directors are encouraged to attend the annual general meeting.

 

 

Board Committees

 

The Board of Directors has standing Audit, Compensation, and Nominating and Corporate Governance Committees.  Each committee has a charter, which is available at Company’s website, www.chinacordbloodcorp.com.

	Committee Membership
	Audit Committee	Nominating and Corporate Governance Committee	Compensation Committee
Mark D. Chen	M	X	C
Dr. Ken Lu	M	M	M
Jennifer J. Weng	C	X	M
Yuen Kam	X	C	X
Julian J. Wolhardt	X	M	M
Ting Zheng	X	M	X
C Committee Chairman M Committee Member

  

Audit Committee.   The Audit Committee consists of Mr. Mark D. Chen, Dr. Ken Lu and Ms. Jennifer J. Weng. Ms. Weng is the chairman of our Audit Committee, and we have taken reasonable actions to ensure that Ms. Weng qualifies as an “audit committee financial expert”, as such term is defined in the rules of the Securities and Exchange Commission. Mr. Chen, Dr. Lu and Ms. Weng do not have any direct or indirect material relationship with CCBC other than as a director and meet the criteria for independence set forth in Rule 10A-3 under the Exchange Act.  The Audit Committee held 9 meetings during the fiscal year ended March 31, 2013.

 

Our Board of Directors has adopted an audit committee charter, providing for the following responsibilities of the Audit Committee:

 

	·	retaining and terminating our independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

	·	discussing the annual audited financial statements with management and the independent auditors;

	·	annually reviewing and reassessing the adequacy of our audit committee charter;

·

reviewing and approving any related party transactions;

  

 

	·	such other matters that are specifically delegated to the Audit Committee by our Board of Directors from time to time;

	·	meeting separately, periodically, with management, the internal auditors and the independent auditors; and

·

reporting regularly to the Board of Directors.

 

Audit Committee Report

 

The Audit Committee assists the Board in providing oversight of the systems and procedures relating to the integrity of the Company’s financial statements, the Company’s financial reporting process, its systems of internal accounting and financial controls, the annual independent audit process of the Company’s annual financial statements, the Company’s compliance with legal and regulatory requirements and the qualification and independence of the Company’s independent registered public accounting firm. Management has the responsibility for the implementation of these activities. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements in the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2013, including a discussion of the quality and the acceptability of the Company’s financial reporting and controls.

 

The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles and on the effectiveness of the Company’s internal control over financial reporting. With respect to the audit of Company’s financial statements for the year ended March 31, 2013, the Audit Committee has reviewed and discussed the audited financial statements with management; has discussed with Company’s independent accountants the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and has received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with the independent accountant the independent accountant’s independence.

 

Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2013.

 

The members of the Audit Committee are:

 

Jennifer J. Weng, Chairman

Dr. Ken Lu

Mark D. Chen

 

Compensation Committee.   The Compensation Committee consists of Mr. Mark D. Chen, Dr. Ken Lu, Ms. Jennifer J. Weng and Mr. Julian J. Wolhardt. Mr. Chen is the chairman of our Compensation Committee. Mr. Chen, Dr. Lu, Ms. Weng and Mr. Wolhardt do not have any direct or indirect material relationship with CCBC other than as a director.

 

Our Board of Directors has adopted a compensation committee charter, providing for the following responsibilities of the Compensation Committee:

 

 

	·	reviewing and making recommendations to the board regarding our compensation policies and forms of compensation provided to our directors and officers;

	·	reviewing and making recommendations to the board regarding bonuses for our officers and other employees;

	·	reviewing and making recommendations to the board regarding share-based compensation for our directors and officers;

	·	annually reviewing and reassessing the adequacy of the charter;

	·	administering our share option or restricted share unit scheme in accordance with the terms thereof; and

·

such other matters that are specifically delegated to the Compensation Committee by our Board of Directors from time to time.

 

Compensation Committee Report

 

The compensation committee has reviewed and discussed with management the Executive Compensation Discussion and Analysis set forth beginning on page 15 and, based on the review and discussions, recommended to the Board of Directors that the Executive Compensation Discussion and Analysis be included in this Proxy Statement.

 

The members of the Compensation Committee are:

 

Mark D. Chen, Chairman

Dr. Ken Lu

Jennifer J. Weng

Julian J. Wolhardt

 

Nominating and Corporate Governance Committee.   The Nominating and Corporate Governance Committee consists of Mr. Yuen Kam, Ms. Ting Zheng, Dr. Ken Lu and Mr. Julian J. Wolhardt. Mr. Kam is the chairman of our Nominating and Corporate Governance Committee. Dr. Lu and Mr. Wolhardt do not have any direct or indirect material relationship with CCBC other than as a director.

 

Our Board of Directors has adopted a nominating and corporate governance committee charter, providing for the following responsibilities of the Nominating and Corporate Governance Committee:

 

	·	overseeing the process by which individuals may be nominated to our Board of Directors;

	·	identifying potential directors and making recommendations as to the size, functions and composition of our Board of Directors;

	·	considering nominees proposed by our shareholders;

	·	annually reviewing and reassessing the adequacy of the charter;

	·	establishing and periodically assessing the criteria for the selection of potential directors;

	·	making recommendations to the Board of Directors on new candidates for board membership; and

·

such other matters that are specifically delegated to the Nominating and Corporate Governance Committee by our Board of Directors from time to time.

 

 

In making nominations, the Nominating and Corporate Governance Committee is required to submit candidates who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the board, in collectively serving the long-term interests of the shareholders. In evaluating nominees, the Nominating and Corporate Governance Committee is required to take into consideration the following attributes, which are desirable for a member of the board: leadership; independence; interpersonal skills; financial acumen; business experiences; industry knowledge; and diversity of viewpoints.

 

The Nominating and Corporate Governance Committee will consider director candidates recommended by security holders. Potential nominees to the Board of Directors are required to have such experience in business or financial matters as would make such nominee an asset to the Board of Directors and may, under certain circumstances, be required to be “independent”, as such term is defined under Section 303A.02 of the listing standards of the New York Stock Exchange (“NYSE”) and applicable SEC regulations. Security holders wishing to submit the name of a person as a potential nominee to the Board of Directors must send the name, address, and a brief (no more than 500 words) biographical description of such potential nominee to the Nominating and Corporate Governance Committee at the following address: Nominating and Corporate Governance Committee of the Board of Directors, c/o China Cord Blood Corporation, 48^th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R. Potential director nominees will be evaluated by personal interview, such interview to be conducted by one or more members of the Nominating and Corporate Governance Committee, and/or any other method the Nominating and Corporate Governance Committee deems appropriate, which may, but need not, include a questionnaire. The Nominating and Corporate Governance Committee may solicit or receive information concerning potential nominees from any source it deems appropriate. The Nominating and Corporate Governance Committee need not engage in an evaluation process unless (i) there is a vacancy on the Board of Directors, (ii) a director is not standing for re-election, or (iii) the Nominating and Corporate Governance Committee does not intend to recommend the nomination of a sitting director for re-election. A potential director nominee recommended by a security holder will not be evaluated differently from any other potential nominee. Although it has not done so in the past, the Nominating and Corporate Governance Committee may retain search firms to assist in identifying suitable director candidates.

 

The board does not have a formal policy on board candidate qualifications.  The board may consider those factors it deems appropriate in evaluating director nominees made either by the board or shareholders, including judgment, skill, strength of character, experience with businesses and organizations comparable in size or scope to the Company, experience and skill relative to other board members, and specialized knowledge or experience.  Depending upon the current needs of the board, certain factors may be weighed more or less heavily.  In considering candidates for the board, the directors evaluate the entirety of each candidate’s credentials and do not have any specific minimum qualifications that must be met.

 

Corporate Governance

 

Our Board of Directors has adopted a code of business conduct and ethics applicable to our directors, offices and employees. In addition, it has adopted a set of corporate governance guidelines. The guidelines reflect certain guiding principles with respect to our board structure, procedures and committees. These guidelines are not intended to change or interpret any law, or our amended and restated memorandum and articles of association.

 

We are incorporated under the laws of the Cayman Islands, our home country, with securities publicly traded in the United States on the NYSE.

  

 

The NYSE Rules permit foreign private issuers to follow applicable home country corporate governance practices in lieu of the NYSE corporate governance standards, subject to certain exceptions. Foreign private issuers electing to follow home country corporate governance rules are required to disclose the principal differences in their corporate governance practices from those required under the NYSE Rules. Except as set forth below, there are no material differences in the Company’s corporate governance practices from those of U.S. domestic companies under the listing standards of the NYSE.

 

Under the NYSE Listed Company Manual, shareholder approval is required prior to the issuance of common stock (or securities convertible into common stock) amounting to more than (i) 20% of the listed company’s currently outstanding common stock in an offering that does not constitute a “public offering” as defined under the NYSE rules, and (ii) one percent to a director, officer or 5% security holder of the company, or a related party, or certain companies, entities or persons with relationships with the related party. The NYSE Listed Company Manual also provides that if the related party involved in the transaction is classified as such solely because such person is a 5% securityholder, and if the issuance relates to a sale of stock for cash at a price at least as great as each of the book and market value of the issuer’s common stock, then shareholder approval will not be required unless the number of shares exceeds either five percent of the number of shares or voting power of the company. We currently expect to use this exception to enable us to raise capital from time to time, on market terms approved by our board and Audit Committee, consistent with our past practice. In accordance with applicable current NYSE requirements, we have provided to the NYSE letters from Cayman Islands counsel certifying that the Company’s practices in these areas are not prohibited by our home country law.

 

The NYSE Listed Company Manual provides that each member of a listed company’s Nominating and Corporate Governance Committee must be “independent” as set forth in Section 303A.02 of the NYSE Listed Company Manual. We currently expect to use this exception to enable us to appoint non-independent director(s) to our Nominating and Corporate Governance Committee. In accordance with applicable current NYSE requirements, we have provided to the NYSE letters from Cayman Islands counsel certifying that the Company’s practices in these areas are not prohibited by our home country law.

 

Insider Trading Policy

 

Directors, executive officers and employees may acquire confidential information from time to time through their employment or fiduciary relationship with CCBC. Golden Meditech is a publicly traded company on the Main Board of the Hong Kong Stock Exchange. The laws of Hong Kong strictly prohibit any director, officer or employee of a publicly traded company, whenever and in whatever capacity employed, from trading company securities while aware of material non-public information about the company.

 

Our Board of Directors has established an insider trading policy reinforcing the principles behind the insider trading prohibition under U.S. and Hong Kong laws. Among other things, directors, executive officers and employees are prohibited from executing any trade in securities of our company as well as the securities of Golden Meditech and any other company about which they acquire material non-public information in the course of their duties for our company.

 

Litigation

 

To the best of the Company’s knowledge, there have been no material proceedings to which any director or officer is a party adverse to the Company or any of its subsidiaries or has any material interest averse to the Company or any of its subsidiaries.

  

 

Director Compensation

 

Between July 1, 2009 and June 30, 2011, non-employee directors were each paid $15,000 annually and reimbursed for travel and other expenses directly related to activities as directors. From July 1, 2011 to June 30, 2013, non-employee directors were each paid $30,000 annually and reimbursed for travel and other expenses directly related to activities as directors.

 

Prior to July 1, 2009, our directors did not receive any compensation except for reimbursement for travel and other expenses directly related to activities as directors.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “ FOR “ THE ELECTION OF THE BOARD OF DIRECTORS’ NOMINEES.

 

PLEASE NOTE:  If your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares in the election of directors, unless you direct the holder how to vote, by marking your proxy form.

 

 

 

EXECUTIVE OFFICERS

 

The following sets forth the names and ages of our current executive officers, their respective positions and offices, and their respective principal occupations or brief employment history.

 

Name		Age		Office
Yuen Kam		51		Chairman
Ting Zheng		41		Chief Executive Officer and Director
Albert Chen		37		Chief Financial Officer and Director
Yue Deng		43		Chief Executive Officer — Beijing Division
Rui Arashiyama		54		Chief Executive Officer — Guangdong and Zhejiang Divisions
Xin Xu		59		Chief Technology Officer

 

Please refer to the section entitled “Election of Directors” for details regarding Mr. Albert Chen.

 

Yuen Kam, serves as our chairman. He is responsible for the strategic direction of CCBC. He is also the founder, chairman and chief executive officer of Golden Meditech with over 20 years of experience in the healthcare industry. Mr. Kam also serves as the chairman of Life Corporation Limited (“Cordlife”), which is listed on the Australian Securities Exchange. He received his Bachelor of Arts degree in Japanese from the Beijing Second Foreign Languages Institute, the PRC.

 

Ting Zheng, serves as our chief executive officer and a director. She has been in charge of our cord blood bank operations since 2003 and is responsible for the strategic direction, development and overall management of CCBC. Aside from overseeing the overall operation of CCBC, she is also responsible for strategic developments, acquisition planning and negotiations, and formulating overall business strategy and various business initiatives of CCBC. She has more than ten years of experience in the fields of accounting, internal control, and corporate strategies and development in China’s healthcare industry. Ms. Zheng has served as an executive director of Golden Meditech and had been in charge of its and its subsidiaries’ financial and internal control systems since September 2001. She assumed a critical role in the initial public offering by Golden Meditech on the Growth Enterprise Market of the Hong Kong Stock Exchange in December 2001. She became a non-executive director of Golden Meditech starting from August 2012. She played an important role in our acquisition of Guangzhou Municipality Tianhe Nuoya Bio-engineering Co., Ltd. (“Nuoya”) and investments in Cordlife. Prior to joining us, Ms. Zheng worked for Sino-reality Certified Public Accountants, an accounting firm in China, from 1997 to 2001. She received an Executive MBA degree from Renmin University of China.

 

Yue Deng, serves as our chief executive officer in the Beijing division. She is responsible for the daily operations and management of Beijing Jiachenhong Biological Technologies Co., Ltd. (“Jiachenhong”). She joined Jiachenhong in November 2004. From 1998 to 2004, Ms. Deng managed sales and marketing, product registration, government relations and customer services in Guidant’s Beijing representative office. During her employment with Guidant, she successfully developed a new market in the Liaoning province and won several awards in sales and marketing in recognition of her communication, leadership and strategic planning skills. From 1995 to 1998, Ms. Deng served as the office manager and sales coordinator in Guidant’s Beijing representative office. From 1993 to 1995, she served as the secretary to the general manager at NOX international (Tianjin) Co., Ltd. She graduated from Nankai University in China in 1991 with a bachelor’s degree in economics.

 

Rui Arashiyama, serves as our chief executive officer in the Guangdong and Zhejiang divisions. She oversees the daily operations and management of Nuoya and Zhejiang Lukou Biotechnology Co., Ltd. (“Lukou”) and is responsible for the formulation and implementation of marketing strategy for two markets. She joined Nuoya in March 2009 and has over 10 years of sales and marketing experiences in China and in-depth knowledge about China’s consumer market and regulatory environment. From 1999 to 2009, she worked for Jatco Company Limited and was responsible for new business and new market development, execution and cost management. Between 1989 and 1999, she was with Nissan Motor Company Limited with main responsibilities of overseas market development including China, Hong Kong and Singapore. She graduated from Beijing International Studies University (Beijing Second Foreign Languages Institute) in 1981 with a bachelor’s degree of Japanese culture. In 1988, she completed a postgraduate mass media program in Japan Sophia University.

 

Xin Xu, serves as our chief technology officer. She is in charge of the daily operations and logistic control of the cord blood bank laboratories, and oversees the laboratories procedures in relation to the processing, separation and preservation of cord blood stems cells to ensure the laboratories environment strictly comply with national standards. Prior to joining us in November 2004, Ms. Xu has over 20 years of solid experience in Cryobiology research and had lectured in Cryobiology at Beijing Medical University.

 

 

Executive Compensation Discussion and Analysis

 

This section discusses the compensation we paid in previous fiscal years to certain executive officers, which we refer to as the “named executive officers”. These named executive officers include:

 

	·	Mr. Yuen Kam, who is our chairman and director.

	·	Ms. Ting Zheng, who is our chief executive officer and director.

	·	Mr. Albert Chen, who is our chief financial officer and director.

	·	Ms. Yue Deng, who is our chief executive officer of the Beijing division.

	·	Ms. Rui Arashiyama, who is our chief executive officer of the Guangdong and Zhejiang divisions.

·

Ms. Xin Xu, who is our chief technology officer.

 

Compensation Discussion and Analysis

 

The primary objectives of our compensation policies with respect to executive compensation are to attract and retain the best possible executives to lead us and to properly motivate these executives to perform at the highest levels of which they are capable. Compensation levels established for our executives are designed to promote loyalty, long-term commitment and the achievement of its goals, to motivate the best possible performance and to award achievement of budgetary goals to the extent such responsibility is within the executive’s job description. Compensation decisions with respect to our named executive officers have historically focused on attracting and retaining individuals who could help us to meet and exceed our financial and operational goals. Our Board of Directors considered the growth of the Company, individual performance and market trends when setting individual compensation levels.

 

For the fiscal years ended March 31, 2011, 2012 and 2013, the compensation of the above executive officers substantially consisted of a base salary, and an annual bonus and other benefits, each of which is described in more detail below:

  

 

	·	Base salary. We believe that the base salary element is required in order to provide these executive officers with a stable income stream that is commensurate with their responsibilities and competitive market conditions. Our Board of Directors established base salaries payable to the named executive officers with the goal of providing a fixed component of compensation, reflecting the executive officer’s skill set, experience, role and responsibilities. The determination of our Board of Directors and Compensation Committee of whether any of the named executive officers merited an increase in base salary during any particular year depended on the individual’s performance during the prior fiscal year, our performance during the prior fiscal year and competitive market practices. In establishing the current base salary levels, our Board of Directors and Compensation Committee did not engage in any particular benchmarking activities or engage any outside compensation advisors.

	·	Annual bonus. Bonus for any of the named executive officers are discretionary and is generally linked to his or her individual performances for the year, including contribution to our strategic and corporate operating plans, with individual performance and providing executive officers performance incentives for attaining specific goals.

·

Severance benefits. Prior to June 30, 2009, there were no written employment contracts between us and any of the named executive officers.

 

Summary Compensation Table

 

The following table sets forth information regarding compensation of the named executive officers for each of the three fiscal years in the period ended March 31, 2013.

Name and Principal Position		Year ended March 31,				Salary ($) (1)				Bonus ($) (1)				Total ($) (1)
Yuen Kam		2013				-				-				-
Chairman
Ting Zheng			2013				252,161				257,636				509,797
Chief Executive Officer			2012				201,208				257,546				458,754
			2011				180,386				257,235				437,621
Albert Chen			2013				252,161				257,636				509,797
Chief Financial Officer			2012				201,208				257,546				458,754
			2011				180,386				257,235				437,621
Yue Deng			2013				132,731				64,409				197,140
Chief Executive Officer – Beijing Division			2012				125,665				51,509				177,174
			2011				105,137				42,444				147,581
Rui Arashiyama			2013				213,770				64,409				278,179
Chief Executive Officer – Guangdong and			2012				147,685				42,495				190,180
Zhejiang Divisions			2011				131,043				29,582				160,625
Xin Xu			2013				114,548				51,300				165,848
Chief Technology Officer			2012				109,796				38,632				148,428
			2011				68,286				179,990				248,276

 

(1)

Ms. Ting Zheng and Mr. Albert Chen were paid by China Stem Cells Holdings Limited (“CSC Holdings”) in Hong Kong dollars for the years ended March 31, 2011, 2012 and 2013. The currency exchange rate used to convert the payment amounts into US dollars was the noon buying rate as of March 29, 2013, which was HK$7.7629 to $1.00. Ms. Yue Deng, Ms. Rui Arashiyama and Ms. Xin Xu were partly paid by CSC Holdings in Hong Kong dollars and partly paid by our PRC subsidiaries in Beijing and Guangdong for the years ended March 31, 2011, 2012 and 2013. Ms. Rui Arashiyama was partly paid by our PRC subsidiary in Zhejiang for the year ended March 31, 2013.The currency exchange rate used to convert the Hong Kong dollars and Renminbi payment amounts into US dollars was the noon buying rate as of March 29, 2013, which was HK$7.7629 to $1.00 and RMB6.2108 to $1.00, respectively. The translations of Hong Kong dollars and Renminbi amount into U.S. dollars in this table at the specified rate is solely for the convenience of the reader.

 

 

Post-Acquisition Employment Agreements

 

On June 30, 2009, CCBC entered into service contracts with named executive officers, including Ms. Ting Zheng, Mr. Albert Chen, Ms. Yue Deng, Ms. Rui Arashiyama and Ms. Xin Xu. These officers are entitled to severance payments under certain circumstances, including a change of control of CCBC. Except for these new service contracts, CCBC does not have other service contracts with its directors or executive officers and does not set aside any amounts for pension, retirement or other benefits for our directors and officers other than to participate in statutory employee benefit plans mandated by applicable laws.

 

The five senior executive officers who are currently parties to the service contracts are Ms. Ting Zheng, Mr. Albert Chen, Ms. Yue Deng, Ms. Rui Arashiyama and Ms. Xin Xu. The service contracts have substantially identical terms, except with respect of the duties of the executive and his or her compensation package.

 

The material terms under the employment agreements are as follows:

 

	·	The contract will be automatically renewed every three years until the death or incapacitation of the executive unless terminated by either party with notice.

	·	If the service contract is terminated by the executive within 30 days following a change of control of CCBC, the executive will be entitled to (i) all the salary and guaranteed bonuses actually accrued and payable to him/her as the case may be; (ii) immediate vesting of all of his/her unvested options; and (iii) a severance payment in the amount of $5 million.

	·	CCBC may terminate a service contract without cause with at least 30 days’ written notice, in which case the executive will be entitled to (i) all the guaranteed bonuses actually accrued and payable to him/her as the case may be, (ii) the immediate vesting of all of his or her unvested options and (iii) if the termination is made within two years of a change of control of our company, a severance payment in the amount of $5 million.

·

In all other cases, CCBC may terminate a service contract with cause at any time without notice, or the executive may terminate his or her service contract with at least 90 days’ written notice, and in either case the executive will be entitled to all the guaranteed bonuses actually accrued and payable to him/her but will not be entitled to the immediate vesting of all of his or her unvested options nor any severance payment.

 

In the service contracts, each executive is required to hold, both during and after his or her service contract expires or is terminated, in strict confidence and not to use, except for CCBC’s benefit (including our affiliated entities and our subsidiaries), any proprietary or confidential information, including technical data and trade secrets of CCBC or the confidential information of any third party, including CCBC’s affiliated entities and its subsidiaries, that CCBC receives. Each executive is also required to disclose to CCBC and hold in trust for CCBC all of the inventions, ideas, designs and trade secrets conceived of by him or her during the period that he or she is employed by CCBC, and to assign all of his or her interests in them to CCBC, and agreed that, while employed by CCBC and for a period of three years after termination of his or her employment, he or she will not serve, invest or assist in any business that competes with any significant aspect of CCBC business or solicit, induce, recruit or encourage any person to terminate his or her employment or consulting relationship with CCBC.

  

Finally, the contracts contain non-competition clauses, pursuant to which the executive may not engage in activities that compete with CCBC during the term of their employment with CCBC and for a period of one year after any termination of their employment with CCBC. Each executive is also required not to disclose to any third party any confidential information regarding CCBC or any of its subsidiaries or to accept or invest in any opportunity that is in line with its business operations, comes to them as a result of their employment with CCBC or involves any of its assets, unless approved by the board.

 

  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

General Principles on Related Party Transactions

 

Our Audit Committee has adopted an internal policy regarding the identification, review, consideration and oversight of any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related party” are participants. Transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person are not covered. A related party is any executive officer, director or a holder of more than five percent of our ordinary shares, including any of their immediate family members and any entity owned or controlled by such persons.

 

Under our policy, where a transaction has been identified as a related party transaction, management must present information regarding the proposed related party transaction to the Audit Committee of our Board of Directors for review. The presentation must include a description of, among other things, the material facts, the direct and indirect interests of the related parties, the benefits of the transaction to us and whether any alternative transactions are available. To identify related party transactions in advance, we rely on information supplied by our executive officers, directors and certain significant shareholders. In considering related party transactions, the Audit Committee of our Board of Directors takes into account the relevant available facts and circumstances including, but not limited to the risks, costs and benefits to us; the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated; the terms of the transaction; the availability of other sources for comparable services or products; and the terms available to or from, as the case may be, unrelated third parties or to or from our employees generally. In the event a director has an interest in the proposed transaction, the director must excuse himself or herself from the deliberations and approval.

 

Prior to the establishment of our Audit Committee (June 30, 2009), CCBC’s Board of Directors performed similar functions in approving related party transactions. CCBC’s Board of Directors reviewed each of the following related party transactions and has concluded that, in light of known circumstances, each transaction is in, and is consistent with, its best interests and its shareholders.

 

Lease Agreement

 

On March 16, 2005, Jiachenhong entered into a property lease agreement with Beijing Jingjing Medical Equipment Co., Ltd (“Beijing Jingjing”), pursuant to which Beijing Jingjing leased its real property in Beijing to Jiachenhong. Beijing Jingjing is a non-wholly owned subsidiary of Golden Meditech and is engaged in the medical equipment manufacturing business. The real property is approximately 2,400 square meters in size and may be used by Jiachenhong for its business operations or scientific research or as office premises at an effective monthly rental of RMB174,000. The lease was renewed in July 2009 at a monthly rental of RMB120,000, for a period of 5.5 years expiring in December 2014. The new lease covers premises of 1,920 square meters.

 

Convertible notes

 

On October 3, 2012 we completed the sale of $50 million in aggregate principal amount of 7% senior unsecured convertible notes, which notes are convertible into ordinary shares at a conversion price of $2.838 per share, to Golden Meditech. The notes are senior unsecured obligations, mature on October 3, 2017 and are not redeemable prior to maturity at our option. The outstanding principal of the notes is convertible at any time, or from time to time, on or after the issuance date, in whole or part, into ordinary shares at the conversion price, subject to customary anti-dilution adjustments for significant corporate events. Interest accrues on unconverted portion of the notes at the rate of 7% per annum. On the maturity date, we are obligated to pay a redemption amount calculated to provide a 12% internal rate of return (inclusive of interest) on the unconverted portion of the notes.

 

 

GENERAL

 

The Company will bear the cost of preparing, printing, assembling and mailing the proxy form, Proxy Statement and other material which may be sent to shareholders in connection with this solicitation. It is contemplated that brokerage houses will forward the proxy materials to beneficial owners at our request.  In addition to the solicitation of proxies by use of the mails, officers and regular employees of the Company may solicit proxies without additional compensation, by telephone or telegraph. We may reimburse brokers or other persons holding shares in their names or the names of their nominees for the expenses of forwarding soliciting material to their principals and obtaining their proxies.

 

Other Matters to Be Presented at the AGM

 

Management does not know of any matters other than those stated in this Proxy Statement that are to be presented for action at the meeting. If any other matters should properly come before the meeting, it is intended that proxies in the accompanying form will be voted on any such other matters in accordance with the judgment of the persons voting such proxies.  Discretionary authority to vote on such matters is conferred by such proxies upon the persons voting them.

 

Communications with the Board of Directors

 

The Board of Directors maintains a process for shareholders to communicate with the Board of Directors. Shareholders wishing to communicate with the Board of Directors or any individual director may write to the Board of Directors or the individual director to the Board of Directors, c/o China Cord Blood Corporation, 48^th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R. Any such communication must state the number of Shares beneficially owned by the shareholder making the communication. All such communications will be forwarded to the full Board of Directors or to any individual director or directors to whom the communication is directed unless the communication is clearly of a marketing nature or is unduly hostile, threatening, illegal, or similarly inappropriate, in which case the Company has the authority to discard the communication or take appropriate legal action regarding the communication.

 

Where you can Find More Information

 

The Company files annual and current reports and other documents with the SEC under the Exchange Act. The Company’s SEC filings made electronically through the SEC’s EDGAR system are available to the public at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with or submit to the SEC at the SEC’s public reference room located at Room 1580, 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-202-551-8090 for further information on the operation of the public reference room.

 

November 8, 2013	By Order of the Board of Directors,
	/s/ Yuen Kam
	Yuen Kam
	Chairperson

 

  

CHINA CORD BLOOD CORPORATION

(Incorporated in the Cayman Islands with limited liability)

 

Proxy for Annual General Meeting

to Be Held on December 16, 2013

(or any adjourned or postponed meeting thereof)

 

This Proxy is Solicited on Behalf of the Board of Directors

 

The undersigned hereby appoints Ting Zheng or Albert Chen, individually, as proxy to represent the undersigned at the Annual General Meeting of Shareholders to be held at 48^th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R. on December 16, 2013 at 9:00 p.m. (local time), and at any adjournments thereof, and to vote the ordinary shares the undersigned would be entitled to vote if personally present, as indicated below.

 

Introduction

 

This Proxy is furnished in connection with the solicitation by the Board of Directors of China Cord Blood Corporation, a Cayman Islands exempted company (the “Company”), of proxies from the holders of the issued and outstanding ordinary shares, par value US$0.0001 per share (“Ordinary Shares”), of the Company to be exercised at the Annual General Meeting of the Company (the “AGM”) to be held at 48^th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R. on December 16, 2013 at 9:00 p.m. (local time), and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the “AGM Notice”). Only the shareholders of the Company of record at the close of business on November 4, 2013 (the “Record Date”) are entitled to notice of and only the holders of record of the Ordinary Shares at the close of business on the Record Date are entitled to vote at the AGM. In respect of the matters requiring shareholders’ vote at the AGM, each Ordinary Share is entitled to one vote. The quorum of the AGM is two or more shareholders holding no less than an aggregate of one-third of all voting share capital of the Company in issue present in person or by proxy and entitled to vote at the AGM.

 

The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands, with a copy delivered to its offices at 48^th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R. or (ii) by attending and voting in person at the AGM.

 

To be valid, this Proxy must be completed, signed and returned to the Company’s offices (to the attention of: Amanda Lam, Secretary) at 48^th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R. as soon as possible so that it is received by the Company no later than 48 hours before the time of the AGM.

 

  

CHINA CORD BLOOD CORPORATION

 

(Incorporated in the Cayman Islands with limited liability)

Proxy for Annual General Meeting

to Be Held on December 16, 2013

 

(or any adjourned or postponed meeting thereof)

 

I/We _______________________________________________________ of _______________ ______________________, being the registered holder of ___________________ ordinary share(s), par value US$0.0001 per share (“Ordinary Shares”), of China Cord Blood Corporation (the “Company”), hereby appoint the Chairman of the Annual General Meeting or _________________ of _____________________________________ as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at 48^th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R. on December 16, 2013 at 9:00 p.m. (local time), and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit.

Proposal No.		RESOLUTION		FOR 3		AGAINST 3		ABSTAIN 3
1.		To ratify the appointment of KPMG as auditors of the Company for the financial year ending March 31, 2014 and to authorize any duly formed committee of the directors to fix the remuneration of the auditors.
2a.		To re-elect Mr. Albert Chen as a Class A director of the Company
2b.		To re-elect Mr. Mark Chen as a Class A director of the Company.

 

Dated __________, 2013

Signature(s) 4

 

 

1

Please insert the number of Ordinary Shares registered in your name(s) to which this proxy relates. If no number is inserted, this proxy will be deemed to relate to all the Ordinary Shares in the Company registered in your name(s).

 

2

If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this proxy must be initialed by the person(s) who sign(s) it.

 

3

IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”.

 

4

This proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same.