20-F 1 a15-6996_120f.htm 20-F Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31, 2015. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report: Commission file number 001-34541 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 Tower1 Garden RoadCentral, Hong Kong S.A.R.(Address of principal executive offices) Albert Chen+852 3605 8180albert.chen@chinacordbloodcorp.com48th Floor, Bank of China Tower1 Garden RoadCentral, 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: Title of each class Name of exchange on which registeredOrdinary Shares, $0.0001 par value New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act. None(Title of Class) Table of Contents Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None. On March 31, 2015, the issuer had 80,083,248 shares outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No 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. Yes  No 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. Yes  No 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  No 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. Large accelerated filer  Accelerated filer  Non-accelerated filer  Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: US GAAP  International Financial Reporting Standards as issuedby the International Accounting Standards Board  Other  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. Item 17  Item 18 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). Yes  No Table of Contents TABLE OF CONTENTS PART I 4 ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4 ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE4 ITEM 3.KEY INFORMATION4 A.Selected Financial Data4 B.Capitalization and Indebtedness6 C.Reasons for the Offer and Use of Proceeds6 D.Risk Factors6 ITEM 4.INFORMATION ON THE COMPANY33 A.History and Development of the Company33 B.Business Overview39 C.Organizational Structure59 D.Property, Plant and Equipment63 ITEM 4A.UNRESOLVED STAFF COMMENTS63 ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS63 ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES85 A.Directors and Senior Management85 B.Compensation87 C.Board Practices89 D.Employees91 E.Share Ownership92 ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS92 A.Major Shareholders92 B.Related Party Transactions94 C.Interests of Experts and Counsel95 ITEM 8.FINANCIAL INFORMATION95 A.Consolidated Statements and Other Financial Information95 B.Significant Changes95 ITEM 9.THE OFFER AND LISTING95 A.Offer and Listing Details95 B.Plan of Distribution96 C.Markets96 D.Selling Shareholders96 E.Dilution96 F.Expenses of the Issue96 i Table of Contents ITEM 10.ADDITIONAL INFORMATION96 A.Share Capital96 B.Memorandum and Articles of Association96 C.Material Contracts100 D.Exchange Controls100 E.Taxa