China Cord Blood Corp (Form: 6-K, Received: 08/15/2012 16:32:06)

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 August 2012

Commission File Number: 001-34541

CHINA CORD BLOOD CORPORATION
(Translation of registrant’s name into English)

48th 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 o

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): o

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): o

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 o 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 statement on Form F-3 (No. 333-168873) of the Company.

Entry into a Material Definitive Agreement

On August 15, 2012, China Cord Blood Corporation (the “Company”) entered into a share purchase agreement (the “Share Purchase Agreement”) with Cordlife Group Limited, a company limited by shares incorporated in Singapore (“Cordlife”), pursuant to which the Company is obligated to sell to Cordlife, and Cordlife is obligated to purchase, 7,314,015 ordinary shares of the Company (the “Treasury Shares”) for a total purchase price of approximately $20.8 million. Contemporaneously, China Stem Cells (South) Company Limited (“CSCS”), a 90% owned subsidiary of the Company organized under the laws of British Virgin Islands, entered into a shares repurchase agreement (the “Shares Repurchase Agreement”) with Cordlife (Hong Kong) Limited (“Cordlife HK”) to repurchase the 10% of its shares currently held by Cordlife HK (the “CSCS Shares”) for approximately $16.8 million.

Share Purchase Agreement

Closing Conditions

The closing of the sale of the Treasury Shares is conditioned upon the Cordlife board member nominee described below under “—Governance Arrangements” being appointed and Cordlife receiving satisfactory evidence of such appointment and satisfaction or waiver of other customary conditions, including compliance with covenants and the truth and correctness of representations and warranties provided in the Share Purchase Agreement, including that no material adverse effect shall have occurred with respect to the Company and its subsidiaries, all conditions precedent to the consummation of the Shares Repurchase Agreement shall have been met, receipt by the Company of a fairness opinion from its financial advisor regarding the transactions contemplated by the Shares Purchase Agreement and Shares Repurchase Agreement, approval of such transactions by the shareholders of Cordlife and receipt of the consent of KKR China Healthcare Investment Limited (“KKR”) in such regard, delivery of a legal opinion of Cayman Islands counsel and the New York Stock Exchange (“NYSE”) not having objected thereto.

Termination

The Share Purchase Agreement may be terminated at any time prior to closing in certain circumstances, including:

by mutual written consent of Cordlife and the Company;

by either party if closing does not occur within ninety business days after the signing of the Share Purchase Agreement;

by Cordlife if the Company is in breach of any of its representations, warranties or material covenants, and such breach is not curable, or has not been cured within 30 days of receipt of notice thereof; or

by the Company if Cordlife is in breach of any of its representations, warranties or material covenants, and such breach is not curable, or has not been cured within 30 days of receipt of notice thereof.

Governance Arrangements

Pursuant to the Share Purchase Agreement, so long as the equity ownership in the Company maintained by Cordlife is 10% or more, Cordlife will be entitled to designate one of the members of the Company’s board of directors and have access to certain confidential information of the Company.

Registration Rights Agreement

The Treasury Shares and any additional ordinary shares acquired by Cordlife or its affiliates (the “Registrable Securities”) are entitled to registration rights pursuant to a registration rights agreement (the “Registration Rights Agreement”) to be entered into between the Company and Cordlife. The Company is required to file a shelf registration statement within 60 days after the receipt of a related demand from Cordlife. If the Company breaches certain of its obligations under the Registration Rights Agreement (including any of those related to the requirement to timely file registration statements), the Company will be obligated to pay liquidated damages, up to a maximum of 5% of Cordlife’s total investment.

Shares Repurchase Agreement

Closing Conditions

The closing of the repurchase of the CSCS Shares is conditioned upon all conditions precedent to the consummation of the Share Purchase Agreement having been met, receipt by the Company of a fairness opinion from its financial advisor regarding the transactions contemplated by the Shares Repurchase Agreement, the Company remaining solvent, approval of the transactions contemplated by the Shares Repurchase Agreement and Share Purchase Agreement by the shareholders of Cordlife and receipt of the consent of KKR in such regard and delivery of a legal opinion of British Virgin Islands counsel. In connection with the closing of such repurchase, Cordlife’s designee to the board of directors of CSCS will resign from such position.

Other Events

On August 15, 2012, the Company issued a press release announcing the entry into the agreements regarding the proposed issuance and sale of the Treasury Shares with Cordlife and the repurchase of the CSCS Shares. A copy of the press release and related Share Purchase Agreement and Shares Repurchase Agreement are attached hereto as exhibits 15.1, 4.1 and 4.2, respectively. The summary description above is qualified in its entirety by reference to the terms of the Share Purchase Agreement and the Shares Repurchase Agreement, each of which is incorporated herein by reference.

Exhibits

	Exhibit No.	Description

	4.1	Share Purchase Agreement, dated August 15, 2012.

	4.2	Shares Repurchase Agreement dated August 15, 2012.

	15.1	Press Release regarding entry into Share Purchase Agreement dated August 15, 2012 and Shares Repurchase Agreement dated August 15, 2012.

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: August 15, 2012

Exhibit 4.1

Execution Copy

SHARE PURCHASE AGREEMENT

among

CHINA CORD BLOOD CORPORATION

and

CORDLIFE GROUP LIMITED

Dated August 15, 2012

Table of Contents

	Page

Section 1 INTERPRETATION	2

Section 2 sALE AND PURCHASE OF THE SALE SHARES	8

Section 3 CONDITIONS PRECEDENT TO COMPLETION	8

Section 4 COMPLETION ACTIONS	12

Section 5 OBLIGATIONS OF THE COMPANY BETWEEN EXECUTION AND COMPLETION	14

Section 6 REPRESENTATIONS AND WARRANTIES	14

Section 7 CONFIDENTIALITY; RESTRICTION ON ANNOUNCEMENTS	15

Section 8 COVENANTS	16

Section 9 feeS and EXPENSES	19

Section 10 INDEMNIFICATION	19

Section 11 TERMINATION	20

Section 12 NOTICES	21

Section 13 MISCELLANEOUS	22

Section 14 GOVERNING LAW AND JURISDICTION	23

SCHEDULES

SCHEDULE 1		PART A – PARTICULARS OF THE COMPANY

		PART B – PARTICULARS OF OTHER OFFSHORE COMPANIES

		PART C – PARTICULARS OF THE OTHER ONSHORE COMPANIES

		PART D – STRUCTURE CHART OF CHINA CORD BLOOD CORPORATION

SCHEDULE 2		COMPANY WARRANTIES

SCHEDULE 3		INVESTOR WARRANTIES

SCHEDULE 4		LIST OF SENIOR MANAGERS

EXHIBITS

EXHIBIT A		DIRECTOR INDEMNIFICATION AGREEMENT

Exhibit B		CAYMAN ISLANDS LEGAL OPINION

Exhibit C		REGISTRATION RIGHTS AGREEMENT

SHARE PURCHASE AGREEMENT (this " Agreement ") made on August 15, 2012

AMONG:

(1)

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

(2)

CORDLIFE GROUP LIMITED , a company limited by shares incorporated in Singapore with its registered office at 61 Science Park Road, #05-16/18 The Galen, Singapore Science Park II, Singapore 117525 (the " Investor ").

RECITALS:

(A)

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

(B)

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

(C)

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

(D)

The Company wishes to sell to the Investor, and the Investor wishes to purchase from the Company, certain Shares, all upon the terms and subject to the conditions set forth herein

(E)

Cordlife (Hong Kong) Limited, a subsidiary of the Investor, has entered into a share repurchase agreement (the “ South BVI Agreement ”) with South BVI as the date hereof, pursuant to which South BVI will repurchase ten percent (10%) of the issued share capital of South BVI from Cordlife (Hong Kong) Limited (the “ South BVI Transaction ”).

AGREEMENT:

Section 1
INTERPRETATION

1.1.

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

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

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

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

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

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

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

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

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

“ Completion ” means the completion and closing of the purchase of the Sale Shares.

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

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

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

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

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

“ Equity Securities ” means, with respect to any Person, such Person’s shares, capital stock, membership interests, partnership interests, registered capital, joint venture or other ownership interests or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such shares, membership interests, partnership interests, registered capital or joint venture or other ownership interests (whether or not such derivative securities are issued by such Person). Unless the context otherwise requires, any reference to “Equity Securities” refers to the Equity Securities of the Company.

“ Existing Financial Statements ” means the Company Financial Statements for the Financial Year ended March 31, 2012 prepared in accordance with US GAAP.

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

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

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

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

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

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

“ KKR ” means KKR China Healthcare Investment Limited.

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

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

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

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

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

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

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

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

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

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

“ SGX-ST ” means the Singapore Exchange Securities Trading Limited.

“ Shares ” means ordinary shares of the Company, par value US$0.0001 per share.

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

“ Target Completion Date ” means ninety (90) Business Days after the date of this Agreement.

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

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

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

“ Transaction Documents ” means this Agreement, the Registration Rights Agreement and the Indemnification Agreement.

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

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

1.2.

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

“ Agreement ”	Preamble
“ CCBS ”	Recital B
“ Company ”	Preamble
“ Company Warranties ”	Section 6.1
“ Confidential Information ”	Section 7.1
“ Consideration ”	Section 2.1
“ CSC Holdings ”	Recital B
“ DTC ”	Section 8.10
“ East BVI ”	Recital B
“ East HK ”	Recital B
“ FF HK ”	Recital B
“ Indemnification Agreement ”	Section 3.1(j)
“ Indemnified Party ”	Section 10.1
“ Indemnifying Party ”	Section 10.1
“ Investor ”	Preamble
“ Investor Warranties ”	Section 6.2

“ Jiachenhong ”	Recital C
“ KKR Consent ”	Section 3.1(d)
“ Losses ”	Section 10.1
“ Lukou ”	Recital C
“ Nominee Director ”	Section 8.9
“ North BVI ”	Recital B
“ North HK ”	Recital B
“ Nuoya ”	Recital C
“ Reporting Period ”	Section 8.4
“ Representatives ”	Section 7.1
“ Sale Shares ”	Section 2.1
“ South BVI ”	Recital B
“ South BVI Agreement ”	Recital E
“ South BVI Transaction ”	Recital E
" South HK "	Recital B
" West BVI "	Recital B
" West HK "	Recital B

1.3.

Interpretation .

(a)

Directly or Indirectly . The phrase " directly or indirectly " means directly, or indirectly through one or more intermediate Persons or through contractual or other arrangements, and " direct or indirect " has the correlative meaning.

(b)

Gender and Number . Unless the context otherwise requires, all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders, and words importing the singular include the plural and vice versa.

(c)

Headings . Headings are included for convenience only and shall not affect the construction of any provision of this Agreement.

(d)

Include not Limiting . " Include ," " including ," " are inclusive of " and similar expressions are not expressions of limitation and shall be construed as if followed by the words " without limitation ."

(e)

Law . References to " law " shall include all applicable laws, regulations, rules and orders of any Governmental Authority, any common or customary law, constitution, code, ordinance, statute or other legislative measure and any regulation, rule, treaty, order, decree or judgment; and " lawful " shall be construed accordingly.

(f)

References to Documents . References to this Agreement include the Schedules and Exhibits, which form an integral part hereof. A reference to any Section, Schedule or Exhibit is, unless otherwise specified, to such Section of, or Schedule or Exhibit to this Agreement. The words " hereof ," " hereunder " and " hereto ," and words of like import, unless the context requires otherwise, refer to this Agreement as a whole and not to any particular Section hereof or Schedule or Exhibit hereto. A reference to any document (including this Agreement) is, unless otherwise specified, to that document as amended, restated, consolidated, supplemented, novated or replaced from time to time.

(g)

Share Calculations . In calculations of share numbers, references to a " fully-diluted basis " mean that the calculation is to be made assuming that all outstanding options, warrants and other Equity Securities convertible into or exercisable or exchangeable for Shares (whether or not by their terms then currently convertible, exercisable or exchangeable), have been so converted, exercised or exchanged. Any share calculation that makes reference to a specific date shall be appropriately adjusted to take into account any bonus share issue, share subdivision, share consolidation or combination, share split, recapitalization, reclassification or similar event affecting the Shares after such date.

(h)

Knowledge . Where any statement is qualified by the expression "to the best of a Person’s knowledge" or any similar expression, that statement shall, unless otherwise stated, be deemed to refer to the knowledge of a prudent Person in the position of such Person who shall be deemed to have knowledge of such matters as he would have discovered, had he made such enquiries and investigations as a prudent Person would have made to confirm the subject matter of the statement.

(i)

Writing . References to writing and written include any mode of reproducing words in a legible and non-transitory form including emails and faxes.

(j)

Language . This Agreement is drawn up in the English language.

Section 2
sALE AND PURCHASE OF THE SALE SHARES

2.1.

Sale Shares . Upon the terms and subject to the conditions of this Agreement, the Investor agrees to purchase, and the Company agrees to sell to the Investor at Completion, 7,314,015 Shares beneficially owned by the Company as treasury shares (the “ Sale Shares ”), for a total purchase price of US$20,844,942.75 (United States Dollars Twenty Million Eight Hundred and Forty-four Thousand Nine Hundred and Forty-two Dollars and Seventy-five Cents) (the “ Consideration ”).

2.2.

Consideration . The Investor shall pay the Consideration at Completion in accordance with Section 4.2(b).

Section 3
CONDITIONS PRECEDENT TO COMPLETION

3.1.

Conditions Precedent to Obligations of the Investor at Completion . The obligation of the Investor to complete the purchase of the Sale Shares at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Investor:

(a)

the Company Warranties remaining true and correct in all material respects on the Completion Date as provided in Section 6.4, provided, however, that to the extent any portion of any Company Warranty is already qualified as to materiality, such portion of such Company Warranty as so qualified shall remain true and correct in all respect;

(b)

the Company having performed and complied in all material respects with all of its agreements and obligations contained in the Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion;

(c)

the Company having duly attended to and carried out all corporate procedures that are required under the laws of its place of incorporation or establishment to effect its execution, delivery and performance of each Transaction Document to which it is a party and the transactions contemplated thereby, and having provided copies of all resolutions (and all attachments thereto) described below to the Investor (each certified by a duly authorized director to be true, complete and correct copies as of the Completion Date) which corporate procedures shall include approval by the Board on or prior to the date hereof, each to the extent required by applicable law and Company Charter Documents, of the following:

(i)

the sale of Sale Shares to the Investor; and

(ii)

the execution, delivery and performance by the Company of each Transaction Document to which it is a party and all the transactions contemplated thereby;

(d)

all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person required pursuant to any applicable law of any Governmental Authority (including any anti-trust, competition or similar legal requirements in any jurisdiction), or pursuant to any contract binding on the Company or whereby its respective assets are subject or bound, to consummate the transactions contemplated under this Agreement and the other Transaction Documents (to the extent that such transactions are to be completed on or prior to the Completion Date), including, but without limitation, a waiver pursuant to which KKR waives its preemptive right as provided under the Convertible Note Purchase Agreement dated as of April 12, 2012 by and between the Company and KKR in respect of the sale of Sale Shares and other transactions contemplated by this Agreement and otherwise consents to such sale and the South BVI Transaction and related transactions (the “KKR Consent”), having been obtained or made, and copies thereof having been provided to the Investor (each certified by a duly authorized director to be true, complete and correct copies thereof as of the Completion Date);

(e)

there being no Governmental Authority or other Person that has:

(i)

instituted any legal, arbitral or administrative proceedings or written inquiry against the Company or any other Group Member to restrain, prohibit, delay or otherwise challenge the transaction contemplated hereby or under any Transaction Document or requested any information in connection with the possible institution of any such proceedings or inquiry; or

(ii)

enacted any statute, regulation or policy which would prohibit, materially restrict, impact or delay implementation of the transactions contemplated under any Transaction Document or the operation of any Group Member or the operation of any Group Member after Completion as contemplated in the Transaction Documents;

(f)

each of the Transaction Documents having been executed by each party thereto other than the Investor and delivered to the Investor ;

(g)

except as may be the result of the announcement of the transactions contemplated hereby, there having been since the date of this Agreement, (i) no material adverse change in, and no change in circumstances that has a material adverse impact on the business, operations, properties or financial condition or prospects of the Group, taken as a whole, and (ii) other than as required by applicable accounting standards, no material change in, and no event or circumstance that has occurred and could result in any material change or amendment to, any historical financial statement of any Group Member;

(h)

completion of all appropriate actions to elect or appoint at Completion the Nominee Director to the Board, including, if necessary, taking such appropriate actions to increase the size of the Board to effect such election or appointment;

(i)

the Company having delivered to the Investor a copy of the register of directors and officers of the Company as at the Completion Date and copies of all resolutions and documentation evidencing the composition of the Board, certified by a duly authorized director of the Board to be true, complete and correct copies thereof, and reflecting that the Board includes the Nominee Director;

(j)

the Company having delivered to the Investor (i) duly executed director indemnification agreement in favor of the Nominee Director, in substantially the form attached as Exhibit A hereto (“ Indemnification Agreement ”), and (ii) evidence that directors’ and officers’ indemnity insurance has been provided in respect of the Nominee Director;

(k)

without limiting the generality of Section 3.1(e), there being no objection from the NYSE regarding the transactions contemplated by this Agreement and the other transaction documents;

(l)

the Investor having received legal opinions from Conyers Dill & Pearman, the Company's Cayman Islands legal counsel, in substantially the form attached hereto as Exhibit B , dated as of the Completion Date;

(m)

the shareholders of the Investor shall have approved, and adopted all resolutions as may be necessary or incidental to approve, implement or effect, the execution, delivery and performance by the Investor of this Agreement, each other Transaction Document and the South BVI Agreement to which it is a party and all transactions contemplated hereby or thereby (“Investor Shareholder Approval”); and

(n)

all the conditions precedent set forth in Section 3 of the South BVI Agreement (other than those conditions precedent that by their terms cannot be fulfilled until the closing of the South BVI Transaction) shall have been satisfied or waived in writing and the completion of the South BVI Transaction shall take place simultaneously with Completion.

3.2.

Conditions Precedent to Obligations of Company at Completion . With respect to the Investor, the Company's obligation to complete the sale of the Sale Shares at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived by the Company:

(a)

the Investor Warranties remaining true and correct in all material respects on the Completion Date, provided, however, that to the extent any portion of any Investor Warranty is already qualified as to materiality, such portion of such Investor Warranty as so qualified shall remain true and correct in all respect;

(b)

the Investor having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement and the other Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion;

(c)

the Investor having duly attended to and carried out all corporate procedures that are required under the laws of its place of incorporation or establishment to effect its execution, delivery and performance of each Transaction Document to which it is as a party and the transactions contemplated thereby;

(d)

all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person required on the part of the Investor to consummate the transactions contemplated under this Agreement and the other Transaction Documents (to the extent that such transactions are to be completed on or prior to the Completion Date), having been obtained or made and copies thereof having been provided to the Company (each certified by a duly authorized director or officer to be true, complete and correct copies thereof as of the Completion Date);

(e)

there being no Governmental Authority or other Person that has:

(i)

(ii)

(f)

each of the Transaction Documents having been duly executed by each party thereto other than the Company and delivered to the Company;

(g)

the Company having received a fairness opinion from its financial advisor in connection with the transactions contemplated by the Transaction Documents and the South BVI Transaction;

(h)

the Company having received the KKR Consent; and

(i)

without limiting the generality of Section 3.2(e), there being no objection from the NYSE regarding the transactions contemplated by this Agreement and the other transaction documents.

Section 4
COMPLETION ACTIONS

4.1.

Time and Place of Completion . Completion shall take place at the Hong Kong offices of Shearman & Sterling, 12 ^th Floor Gloucester Tower, The Landmark, 15 Queen’s Road Central, Central, Hong Kong on or before the 30 ^th Business Day after all the conditions precedent set forth in Sections 3.1 and 3.2 (other than those conditions precedent that by their terms cannot be fulfilled until Completion) are satisfied or waived in writing, or at such other time and place or in other manners as the Parties may agree or as may be determined pursuant to Section 4.3.

4.2.

Actions at Completion . With respect to the Investor, at Completion,

(a)

the Company shall:

(i)

transfer the Sale Shares to the Investor or its nominee(s) free and clear of Encumbrances and deliver share certificates in the name of the Investor or its nominees evidencing ownership of the Sale Shares;

(ii)

duly register the Investor or its nominee(s) as the holder of the Sale Shares in the Company's register of members and deliver a copy of such register of members to the Investor, certified as a true, correct and complete copy by a director of the Company; and

(iii)

deliver to the Investor a receipt for payment of the Consideration; and

(b)

the Investor shall pay the Consideration, by wire transfer of immediately available funds to an account opened in the name of the Company, or if instructed by the Company, any Subsidiary of the Company outside the PRC in accordance with the written instructions provided by the Company to the Investor at least five (5) Business Days prior to the Completion Date, or in any other manner as the Parties may mutually agree.

4.3.

Actions if Conditions not Fulfilled . If any condition set forth in Section 3 shall not have been fulfilled or waived in writing by the Target Completion Date,

(a)

the Investor, in the case of a failure of any of the conditions set forth in Section 3.1 by the Company, may, at its option, without prejudice to its rights hereunder and in accordance with applicable law:

(i)

defer Completion to a later date;

(ii)

so far as practicable, proceed to Completion; or

(iii)

terminate this Agreement, in accordance with Section 11.2; and

(b)

the Company, in the case of a failure of any of the conditions set forth in Section 3.2 by the Investor, may, at its option, without prejudice to its rights hereunder and in accordance with applicable law:

(i)

defer Completion to a later date;

(ii)

so far as practicable, proceed to Completion; or

(iii)

terminate this Agreement in accordance with Section 11.2.

Section 5
OBLIGATIONS OF THE COMPANY BETWEEN EXECUTION AND COMPLETION

5.1.

Notices of Breaches . From the date hereof until the Completion Date, except as disclosed in the Transaction Documents or otherwise as contemplated thereunder, the Company shall, and shall cause each other Group Member to, conduct its business in a manner consistent with its past practice in its ordinary course of business in all material respects. The Company shall give the Investor prompt notice of any event, condition or circumstance occurring prior to the Completion Date that would constitute a breach of any terms and conditions contained in this Agreement.

5.2.

Restrictions on Actions between Execution and Completion . From the date hereof until the Completion Date, other than as set forth in this Agreement or other Transaction Documents or the South BVI Agreement, the Company shall not, without the prior written consent of the Investor, and shall not permit any other Group Member to:

(a)

amend, modify or waive any provision or provisions of any Transaction Document;

(b)

make any distribution of profits by way of interim or final dividend, capitalization of reserves or otherwise;

(c)

appoint or change the accounting firm responsible for the audit of the Group, or make any material change of accounting or audit policies of any Group Member other than such change required by relevant accounting standards or the auditor of the Company or by law;

(d)

enter into any reorganization, consolidation, merger, joint venture or partnership;

(e)

make any alteration or amendment to the Company Charter Documents;

(f)

cease to conduct or carry on business in substantially the form as now conducted, approve the development of any new line of business or materially change any part of its business activities; or

(g)

commence any bankruptcy or insolvency related proceeding.

Section 6
REPRESENTATIONS AND WARRANTIES

6.1.

Company Warranties . The Company represents and warrants to the Investor in the terms of the warranties set forth in Schedule 2 (such warranties, the " Company Warranties ") and acknowledges that the Investor in entering into this Agreement is relying on the Company Warranties.

6.2.

Investor Warranties . The Investor represents and warrants to the Company in the terms of the warranties set forth in Schedule 3 (such warranties, the " Investor Warranties ") and acknowledges that the Company in entering into this Agreement is relying on the Investor Warranties.

6.3.

Knowledge of Claims . Each of the Company Warranties is given subject to the matters fully and fairly Disclosed. No other information relating to any Group Member of which the Investor has knowledge (actual or constructive), no other information relating to the Investor of which the Company has knowledge (actual or constructive) and no investigation by or on behalf of the Investor or the Company shall prejudice any claim made by the Investor or the Company, as the case may be, under the indemnity contained in Section 10, or operate to reduce any amount recoverable thereunder. It shall not be a defense to any claim against the Company or the Investor that the Company or the Investor, as the case may be, knew or ought to have known or had constructive knowledge of any information, other than as fully and fairly disclosed as above, relating to the circumstances giving rise to such claim. The Disclosure Letter shall be deemed to take effect as at the date hereof.

6.4.

Bring-Down to Completion . The Company Warranties shall be deemed to be repeated as at the Completion Date as if they were made on and as of the Completion Date and all references therein to the date of this Agreement were references to the Completion Date.

6.5.

Survival . The Company Warranties shall survive the Completion Date.

Section 7
CONFIDENTIALITY; RESTRICTION ON ANNOUNCEMENTS

7.1.

General Obligation . Each Party undertakes to the other Party that it shall not reveal, and that it shall use its commercially reasonable efforts to procure that its respective directors, equity interest holders, officers, employees, agents, counsel and advisors who are in receipt of any Confidential Information (collectively, " Representatives ") do not reveal, to any third party any Confidential Information without the prior written consent of the concerned Party or use any Confidential Information in such manner that is detrimental to the concerned Party. The term " Confidential Information " as used in this Section 7 means: (a) any non-public information concerning the organization, structure, business or financial results or condition of any Party; (b) the terms of this Agreement and the terms of any of the other Transaction Documents, and the identities of the Parties and their respective Affiliates; and (c) any other information or material prepared by a Party or its Representatives that contains or otherwise reflects, or is generated from, Confidential Information.

7.2.

Exceptions . The provisions of Section 7.1 shall not apply to:

(a)

disclosure of Confidential Information that is or becomes generally available to the public other than as a result of disclosure by or at the direction of a Party or any of its Representatives in violation of this Agreement;

(b)

disclosure by a Party to a Representative or an Affiliate if such Representative or Affiliate (i) is under a similar obligation of confidentiality or (ii) is otherwise under a binding professional obligation of confidentiality; or

(c)

disclosure, after giving prior notice to the other Parties to the extent practicable under the circumstances and subject to any practicable arrangements to protect confidentiality, to the extent required under the rules of any stock exchange on which the shares of a Party or its parent company are listed or by applicable laws or governmental regulations or judicial or regulatory process or in connection with any judicial process regarding any legal action, suit or proceeding arising out of or relating to this Agreement; provided that no prior notice to any Party shall be required to be given under this Section 7.2(c) with respect to any dispute arising out of or relating to this Agreement.

7.3.

Publicity . Subject to Section 8.8, except as required by law, by any Governmental Authority (including any relevant stock exchange on which the shares of a Party or its parent company are listed) or otherwise agreed by all the Parties, no publicity release or public announcement concerning the relationship or involvement of the Parties shall be made by any Party; provided that any such publicity release or public announcement shall be reviewed and agreed by the Parties hereto prior to its release.

Section 8
COVENANTS

8.1.

Benefit of Covenants .

(a)

The covenants of the Company under this Section 8 shall be for the sole benefit of the Investor, its successors and its permitted assigns that are the Investor’s wholly owned subsidiaries.

(b)

Section 8.9 (Nominee Director) shall be in full force and effect so long as the Investor beneficially owns ten percent (10%) or more of the Shares of the Company. All other provisions in Section 8 shall be in full force and effect for so long as the Investor beneficially owns any Sale Shares.

8.2.

Commercially Reasonable Efforts . Each Party shall use its commercially reasonable efforts to timely satisfy each of the covenants and conditions for Completion to be satisfied by it as provided in this Agreement.

8.3.

Corporate Existence . So long as the Investor beneficially owns any Sale Shares, the Company shall maintain its corporate existence.

8.4.

Reporting Status . Until the earlier of (i) the date on which the Investor shall have sold all of the Sale Shares and (ii) the date on which the Investor may sell all of the Sale Shares in one transaction without restriction or limitation as to volume pursuant to Rule 144 (or any successor rule thereto) promulgated under the 1933 Act (the " Reporting Period "), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, including any extension period under Rule 12b-25 promulgated under the 1934 Act, and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act would no longer require or otherwise permit such termination.

8.5.

Form F-3 Eligibility . The Company shall use best efforts to maintain its eligibility to register the Sale Shares for resale by the Investor on Form F-3.

8.6.

Listing . The Company shall use best efforts to maintain the Shares’ authorization for listing on the NYSE. Neither the Company nor any other Group Member shall take any action which would be reasonably expected to result in the delisting or suspension from trading of the Shares on the NYSE.

8.7.

Information Rights . Upon the reasonable request of the Investor, the Company shall in a reasonably timely manner provide to the Investor financial or other information (including non-public information) regarding the business and operation of the Group, including any information or statements as may be reasonably necessary for the Investor (or any of its direct or indirect owners) to file any Tax Return or other filings required by law. Upon the Investor's request, and with reasonable prior notice to the Company, the Company shall permit representatives of the Investor, during normal office hours, to (a) visit any of the sites and premises where any business of any Group Member is conducted; (b) inspect any of the sites, facilities, plants and equipment of any Group Member; and (c) have reasonable access to those officers, employees, agents, accountants, auditors, contractors and subcontractors of any Group Member who have or may have knowledge of matters with respect to which the Investor seeks information; provided, however, that, for the avoidance of doubt, any information provided with respect to any of the foregoing shall be subject to Section 7.

8.8.

Disclosure of Transactions and Other Material Information . Notwithstanding Section 7, on or before 8:30 a.m., New York City time, on the first (1st) Business Day following the date of this Agreement, the Company shall issue a press release and file a report describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents as exhibits to such filing to the extent required by the 1934 Act; provided that the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release.

8.9.

Nominee Director . The Company shall procure that one nominee designated by the Investor shall be appointed as a non-executive director of the Company (the “ Nominee Director ”). At Completion, the Company shall cause the Nominee Director to be appointed as a Director on the Board. Concurrently with the appointment of the Nominee Director, the Company, the Investor and the Nominee Director shall enter into the Indemnification Agreement for the benefit of the Nominee Director as contemplated in Section 3.1(j) and such Nominee Director shall provide to the Company an appropriately responsive customary “D&O questionnaire” duly executed. If the Nominee Director no longer remains the Nominee Director for any reason, the Company shall cause the new Nominee Director selected by the Investor to be appointed to the Board. The Company shall enter into an Indemnification Agreement with such new Nominee Director as selected by the Investor. It is understood that the appointment of the Nominee Director as a director of the Board shall be subject to legal and governance requirements regarding service as a director of the Company.

8.10.

Legends . The Investor understands that the certificates or other instruments representing the Sale Shares shall, except as set forth below, bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such securities):

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT AND OTHER APPLICABLE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT AND ANY OTHER APPLICABLE SECURITIES LAWS; OR (II) UNLESS THE SECURITIES HAVE BEEN SOLD PURSUANT TO RULE 144 UNDER THE 1933 ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE 1933 ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the Investor or its successor or assignee upon which it is stamped or issued to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (" DTC "), if (i) such Sale Shares are resold pursuant to an effective resale registration statement under the 1933 Act, (ii) following a sale, assignment or other transfer if such holder provides the Company with an opinion of counsel, in form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Sale Shares may be made without registration under the applicable requirements of the 1933 Act, or (iii) following a sale pursuant to Rule 144 under the 1933 Act, provided the Company received from the holder reasonable assurance, including reasonable representations and warranties, that such securities are being sold pursuant to Rule 144, together with written advice from counsel to the Company in support of the holder’s reliance on Rule 144 for such sale. The Company shall be responsible for the fees of its transfer agent, the costs of any legal opinions required by its transfer agent (other than those of counsel to the Investor) and all DTC fees associated with such issuance.

8.11.

Right Not to Take Action . Notwithstanding any other provision of this Agreement, the Investor shall not be obligated to take any action or omit to take any action under this Agreement that it believes, in good faith based on the written advice of its counsel, would cause it to be in violation of any applicable law.

Section 9
feeS and EXPENSES

9.1.

Fees and Expense in the Absence of Completion . If this Agreement is terminated pursuant to Section 11.2, each Party shall bear the fees and expenses incurred in connection with the transaction contemplated hereunder on a 50:50 basis.

Section 10
INDEMNIFICATION

10.1.

General Indemnity . The Company (the " Indemnifying Party ") shall (to the fullest extent permitted by applicable laws) indemnify, defend and hold harmless the Investor and its Affiliates, officers, directors, agents and employees (each an " Indemnified Party ") from and against any and all losses, damages, liabilities, claims, proceedings, Taxes, costs and expenses actually suffered or incurred by any such Indemnified Party (including the fees, disbursements and other charges of counsel reasonably incurred by the Indemnified Party in any action between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party, in connection with any breach as set forth below) (collectively, " Losses ") resulting from or arising out of any breach by the Indemnifying Party of any Company Warranty or any other covenant or agreement in this Agreement or any other Transaction Document or resulting from or arising out of any claims against the Company or any other Group Member relating to any Tax liability that arose on or prior to the Completion Date, except to the extent that the Loss resulting from the gross negligence or wilfull misconduct of any Indemnified Party. The amount of any payment to any such Indemnified Party shall be sufficient to make such Indemnified Party whole for any diminution in value of the Equity Securities held by it resulting from such breach. Any indemnity referred to in this Section 10 for breach of a Company Warranty shall be such as to place the Indemnified Party in the same position as it would have been in had there not been any breach of the Company Warranties under which the Indemnified Party is to be indemnified. In connection with the indemnification obligation of the Indemnifying Party as set forth above, the Indemnifying Party shall, upon presentation of appropriate invoices containing reasonable detail, reimburse each Indemnified Party for all such expenses as they are incurred by such Indemnified Party. The aggregate liability of the Indemnifying Party under this Section 10.1 in respect of any breach of the Company Warranty shall not exceed an amount equal to the Consideration.

Section 11
TERMINATION

11.1.

Effective Date; Termination . This Agreement shall become effective upon execution by all of the Parties and shall continue in force until terminated in accordance with Section 11.2.

11.2.

Events of Termination . This Agreement may be terminated prior to Completion as follows:

(a)

if any one or more of the conditions set forth in Section 3.1 to the obligation of the Investor to complete has not been fulfilled on or prior to the Target Completion Date, the Investor shall have the right to terminate this Agreement with respect to its purchase of the Sale Shares;

(b)

if any one or more of the conditions set forth in Section 3.2 to the obligation of the Company to complete has not been fulfilled on or prior to the Target Completion Date as a result of any failure by the Investor, the Company shall have the right to terminate this Agreement with respect to the Investor's purchase of the Sale Shares;

(c)

if the Company has breached any Company Warranty, or any other material covenant or agreement contained in this Agreement, which breach cannot be cured or, if it is capable of being cured, is not cured within thirty (30) days after the Company being notified in writing of the same, the Investor shall have the right to terminate this Agreement with respect to its purchase of the Sale Shares;

(d)

if the Investor has breached any of the Investor Warranties, or any other material covenant or agreement of the Investor contained in this Agreement, which breach cannot be cured or, if capable of being cured, is not cured within thirty (30) days after the Investor being notified in writing of the same, the Company shall have the right to terminate this Agreement with respect to the Investor's purchase of the Sale Shares;

(e)

if Completion does not occur within ninety (90) Business Days after the date of this Agreement, any Party may, at its sole discretion, give written notice to the other Parties to terminate this Agreement; or

(f)

at any time on or prior to the Completion Date, by written consent of the Parties;

provided , that any right to terminate this Agreement pursuant to this Section 11.2 shall not be available to any Party in breach of any of its obligations hereunder.

11.3.

Survival . If this Agreement is terminated in accordance with Section 11.2, it shall become void and of no further force and effect, except for the provisions of Section 7 (Confidentiality; Restriction on Announcements), Section 9 (Fees and Expenses), Section 10 (Indemnification), this Section 11.3 (Survival) and Section 14 (Governing Law and Jurisdiction); provided that such termination shall, unless otherwise agreed to by the Parties, be without prejudice to the rights or obligations of any Party in respect of a breach of this Agreement prior to such termination.

Section 12
NOTICES

12.1.

Notices . Each notice, demand or other communication given or made under this Agreement shall be in writing in English and delivered or sent to the relevant Party at its address or fax number as set out below (or such other address or fax number as the addressee has by five (5) Business Days' prior written notice specified to the other Parties). Any notice, demand or other communication given or made by letter between countries shall be delivered by international commercial overnight delivery service or courier (such as Federal Express or DHL). Any notice, demand or other communication so addressed to the relevant Party shall be deemed to have been delivered, (a) if delivered in person or by messenger, when proof of delivery is obtained by the delivering party; (b) if sent by post within the same country, on the third (3rd) Business Day following posting, and if sent by post to another country, on the seventh (7th) Business Day following posting; and (c) if given or made by fax, upon dispatch and the receipt of a transmission report confirming dispatch.

12.2.

Addresses and Fax Numbers . The initial address and facsimile for each Party for the purposes of this Agreement are:

if to the Investor :

with a copy to:

Cordlife Group Limited

61 Science Park Road, #05-16/18
The Galen, Singapore Science Park II,
Singapore 117525

Facsimile: +65 6238 1108
Attention: Jeremy Yee

Shearman & Sterling

12th Floor Gloucester Tower

The Landmark

15 Queen’s Road Central, Central

Hong Kong
Facsimile: +852 2978 8099
Attention: Shuang Zhao

if to the Company:	with a copy to:

China Cord Blood Corporation 48th Floor, Bank of China Tower 1 Garden Road, Central, Hong Kong Facsimile: +852 3605 8181 Attention: Albert Chen	Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 USA Facsimile: +1 212.407.4990 Attention: Mitchell S. Nussbaum

Section 13
MISCELLANEOUS

13.1.

No Partnership . The Parties expressly do not intend to form a partnership, either general or limited, under any jurisdiction's partnership law. The Parties do not intend to be partners to each other, partners as to any third party, or create any fiduciary relationship among themselves, solely by virtue of transactions contemplated hereby or the Investor's status as holder of the Sale Shares. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company or any other Group Member (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and the Company has not received any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby except for the Investor Warranties set forth in Schedule 3 hereto.

13.2.

Amendment . This Agreement may not be amended, modified or supplemented except by a written instrument executed by each of the Parties.

13.3.

Waiver . No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

13.4.

Entire Agreement . This Agreement (together with the other Transaction Documents and any other documents referred to herein or therein) constitutes the whole agreement among the Parties relating to the subject matter hereof and supersedes any prior agreements or understandings relating to such subject matter.

13.5.

Severability . Each and every obligation under this Agreement shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part. To the extent that any provision or provisions of this Agreement are unenforceable they shall be deemed to be deleted from this Agreement, and any such deletion shall not affect the enforceability of such provisions of this Agreement as remain not so deleted.

13.6.

Counterparts . This Agreement may be executed in one or more counterparts including counterparts transmitted by telecopier or facsimile, each of which shall be deemed an original, but all of which signed and taken together, shall constitute one document.

13.7.

Transfer; Assignment . The Company shall not assign this Agreement or any of its rights or duties hereunder to any Person. The Investor may assign this Agreement or any of its rights or obligations hereunder to any of its wholly owned subsidiaries; subject to compliance with applicable securities laws, and provided that the Investor undertakes to promptly notify the Company in writing of any such assignment.

13.8.

Further Assurances . Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

13.9.

Remedies . In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Investor shall be entitled to specific performance under the Transaction Documents. The Parties agree that monetary damages may not be adequate compensation for any loss incurred by the Investor by reason of any breach of obligations contained in the Transaction Documents by the other Parties and the Company hereby agrees to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

Section 14
GOVERNING LAW AND JURISDICTION

14.1.

GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK OF THE UNITED STATES APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY WITHIN SUCH JURISDICTION, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF ANY JURISDICTION.

14.2.

Submission to Jurisdiction . Each of the parties hereto (i) shall submit itself to the non-exclusive jurisdiction of the United States district court for the Southern District of New York in the event any dispute arises out of this Agreement, (ii) agrees that venue will be proper as to proceedings brought in any such court with respect to such a dispute, (iii) shall not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from such court and (iv) agrees to accept service of process at its address for notices pursuant to this Agreement in any such action or proceeding brought in any such court. With respect to any such action, service of process upon any Party in the manner provided herein for the giving of notices shall be deemed, in every respect, effective service of process upon such Party. If there is no applicable jurisdiction in such federal court, each of the Parties shall submit itself to the jurisdiction of the state court for the State of New York in the borough of Manhattan.

[ The remainder of this page is intentionally left blank ]

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

	CHINA CORD BLOOD CORPORATION

	By:	/s/ Albert Chen
	Name:	Albert Chen
	Title:	Chief Financial Officer

	CORDLIFE GROUP LIMITED

	By	/s/ Yee Pinh Jeremy
	Name:	Yee Pinh Jeremy
	Title:	Chief Executive Officer

Signature Page to Share Purchase Agreement

SCHEDULE 1

PART A – PARTICULARS OF THE COMPANY

Company

Registered Company Name :		China Cord Blood Corporation
Registered Address :		Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands
Registration by Way of Continuation :		June 30, 2009
Company Number :		CT-227732
Place of Incorporation :		Incorporated in Arizona and registered by way of continuation in the Cayman Islands

Director(s) :		Zheng Ting Chen Bing Chuen Albert Jennifer J. Weng Lu Yungang (aka Ken Lu) Mark D. Chen Julian Wolhardt

Authorized Share Capital :		US$25,100 divided into 251,000,000 shares of a nominal or par value of US$0.0001 each, of which 250,000,000 shall be Ordinary Shares of a par value of US$0.0001 each and 1,000,000 shall be Preferred Shares, par value of US$0.0001 each.

Issued Share Capital :		US$7,314 divided into 73,140,147 Shares of a nominal or par value of US$0.0001 each as of March 31, 2012

Financial Year End :		March 31
Subsidiaries (and percentage of shareholding) :		China Cord Blood Services Corporation (100%)

SCHEDULE 1- 1