- Report of Foreign Issuer (6-K)

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 February 2011

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 ¨

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-_______________.

EXPLANATORY NOTE

This Report of Foreign Private Issuer on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates”, “believes”, “expects”, “can”, “continue”, “could”, “estimates”, “intends”, “may”, “plans”, “potential”, “predict”, “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The information in this Report on Form 6-K is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company expectations are as of the date this Report on Form 6-K is filed, and the Company does not intend to update any of the forward-looking statements after the date this Report on Form 6-K is filed to confirm these statements to actual results, unless required by law.

The forward-looking statements included in this Report on Form 6-K are subject to risks, uncertainties and assumptions about our businesses and business environments. These statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results of our operations may differ materially from information contained in the forward-looking statements as a result of risk factors some of which include, among other things: continued compliance with government regulations regarding cord blood banking in the People’s Republic of China, or PRC; changing legislation or regulatory environments in the PRC; the acceptance by subscribers of the Company’s different pricing and payment options; demographic trends in the regions of the PRC in which the Company is the exclusive licensed cord blood banking operator; labor and personnel relations; credit risks affecting the Company's revenue and profitability; changes in the healthcare industry, including those which may result in the use of stem cell therapies becoming redundant or obsolete; the Company’s ability to effectively manage its growth, including implementing effective controls and procedures and attracting and retaining key management and personnel; changing interpretations of generally accepted accounting principles; the availability of capital resources, including in the form of capital markets financing opportunities, as well as general economic conditions; and other relevant risks detailed in the Company’s filings with the Securities and Exchange Commission.

This report is hereby incorporated by reference to the Registration Statement on Form F-3 (File No. 333-168873) of the Company.

Results of Operations and Financial Condition

Following this cover page are the unaudited consolidated financial results for the three months and nine months ended December 31, 2010 of China Cord Blood Corporation (the “Company”).

CHINA CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31 and December 31, 2010


	March 31,		December 31,
	2010		2010
	RMB		RMB		US$
	(in thousands except share data)

ASSETS
Current assets
Cash and cash equivalents		280,835		548,017		83,033
Accounts receivable, less allowance for doubtful accounts
(March 31, 2010: RMB8,016; December 31, 2010: RMB9,935)		61,349		66,797		10,121
Inventories		5,070		10,139		1,536
Prepaid expenses and other receivables		13,137		13,256		2,008
Deferred tax assets		3,443		4,542		688
Total current assets		363,834		642,751		97,386
Property, plant and equipment, net		250,491		251,372		38,087
Non-current prepayments		151,138		6,076		921
Non-current accounts receivable, less allowance for doubtful accounts
(March 31, 2010: RMB9,181; December 31, 2010: RMB22,310)		176,874		226,973		34,390
Inventories		29,637		31,537		4,778
Intangible asset, net		26,297		25,569		3,874
Available-for-sale equity securities		48,475		50,763		7,691
Other investment		—		135,528		20,535
Deferred tax assets		288		1,209		183
Total assets		1,047,034		1,371,778		207,845

LIABILITIES
Current liabilities
Bank loan		45,000		45,000		6,818
Accounts payable		5,410		9,569		1,450
Accrued expenses and other payables		22,475		21,715		3,290
Deferred revenue		36,074		58,242		8,825
Amounts due to related parties		2,977		682		103
Income tax payable		4,098		8,023		1,216
Total current liabilities		116,034		143,231		21,702
Deferred revenue		93,155		138,328		20,959
Other non-current liabilities		15,978		25,121		3,806
Deferred tax liabilities		2,259		—		—
Total liabilities		227,426		306,680		46,467

EQUITY
Shareholders’ equity
Ordinary shares
- US$0.0001 par value, 250,000,000 shares authorized, 66,743,693 shares and 75,406,875 shares issued and outstanding as of March 31 and December 31, 2010, respectively	46	52		8
Additional paid-in capital	719,329	910,316		137,927
Accumulated other comprehensive income/(loss)	2,221	(18,992	)	(2,878	)
Retained earnings	87,290	152,734		23,141
Total shareholders’ equity	808,886	1,044,110		158,198
Noncontrolling interests	10,722	20,988		3,180
Total equity	819,608	1,065,098		161,378
Total liabilities and equity	1,047,034	1,371,778		207,845

CHINA CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months and Nine Months Ended December 31, 2009 and 2010


	Three months ended December 31,									Nine months ended December 31,
	2009			2010						2009			2010
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands except per share)

Revenues		68,905			90,483			13,710			190,731			244,861			37,101
Direct costs		(16,727	)		(20,969	)		(3,177	)		(50,615	)		(57,375	)		(8,694	)
Gross profit		52,178			69,514			10,533			140,116			187,486			28,407
Operating expenses
Research and development		—			(1,906	)		(289	)		—			(5,243	)		(794	)
Sales and marketing		(10,416	)		(12,536	)		(1,899	)		(26,928	)		(34,310	)		(5,198	)
General and administrative		(16,669	)		(20,231	)		(3,065	)		(40,896	)		(60,543	)		(9,174	)
Total operating expenses		(27,085	)		(34,673	)		(5,253	)		(67,824	)		(100,096	)		(15,166	)
Operating income		25,093			34,841			5,280			72,292			87,390			13,241
Other income, net
Interest income		2,292			2,333			353			5,047			6,371			965
Interest expense		(695	)		(671	)		(102	)		(1,812	)		(1,949	)		(295	)
Exchange gain/(loss)		39			(43	)		(7	)		602			547			83
Write-off of deferred reverse capitalization costs		—			—			—			(21,566	)		—			—
Others		(51	)		219			33			326			1,109			168
Total other income/(expense), net		1,585			1,838			277			(17,403	)		6,078			921
Income before income tax		26,678			36,679			5,557			54,889			93,468			14,162
Income tax expense		(5,431	)		(8,840	)		(1,339	)		(17,572	)		(23,062	)		(3,494	)
Net income		21,247			27,839			4,218			37,317			70,406			10,668
Income attributable to noncontrolling interests		(1,246	)		(1,964	)		(298	)		(3,922	)		(4,962	)		(752	)
Income attributable to redeemable noncontrolling interests		—			—			—			(347	)		—			—
Net income attributable to shareholders		20,001			25,875			3,920			33,048			65,444			9,916

Net income per share:
Attributable to ordinary shares
-Basic		0.31			0.36			0.06			0.44			0.96			0.15
-Diluted		0.29			0.36			0.06			0.42			0.96			0.15

Other Events

On February 28, 2011, the Company issued a press release announcing preliminary unaudited consolidated financial results for the three months and nine months ended December 31, 2010. A copy of the press release is attached as Exhibit 99.1.

Exhibits

Exhibit No.

Description

99.1

Press Release, dated February 28, 2011

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.