Nanjing Xinjiekou Department Store Co., Ltd. sent a non-binding acquisition proposal letter to acquire China Cord Blood Corporation (NYSE:CO) from Golden Meditech Holdings Limited (SEHK:801) on August 6, 2015. Nanjing Xinjiekou Department Store Co., Ltd. entered into an agreement to acquire China Cord Blood Corporation (NYSE:CO) from Golden Meditech Holdings Limited (SEHK:801) for $1.2 billion in cash and stock on January 6, 2016. As per the terms of the consideration, Nanjing Xinjiekou will issue 134.34 million shares at an issue price of CNY 18.61 per share ($2.84 per share) and pay $504.8 million in cash to Golden Meditech for approximately 65.4% stake. Nanjing Xinjiekou will pay $267 million to Golden Meditech for the acquisition of 34.6% minority stake. The agreement may be terminated by either Golden Meditech or Nanjing Xinjiekou unilaterally in the circumstances specified therein, including in the event of any material breach of the agreement by Nanjing Xinjiekou or Golden Meditech or the failure by Nanjing Xinjiekou or Golden Meditech to satisfy the applicable conditions precedent by December 31, 2016. Upon such termination, the non-defaulting party shall be entitled to receive a termination fee of $30 million from the defaulting party. Nanjing Xinjiekou intends to take China Cord Blood Corporation private through a long form merger. Golden Meditech Holdings Limited guarantees the profit.

The employees of China Cord Blood Corporation currently in the employment shall remain in the employment in accordance with the relevant labor contracts that have been signed as of the date hereof. The sale is subject to Nanjing Xinjiekou, Golden Meditech and China Cord Blood having obtained the appropriate corporate approvals, Nanjing Xinjiekou's Board of Directors and the shareholder approvals, Golden Meditech's Board of Directors and shareholder approval, consents and/or waivers from the sponsors that will provide financing for this deal, approvals from relevant regulatory authorities including MOFCOM and CSRC, Nanjing Xinjiekou having maintained its listing status on the Shanghai Stock Exchange, listing of shares in exchange, execution of profit compensation agreement, change in the number or composition of the key management members, resignation of certain China Cord Blood's Directors and third parties consent. Board of Directors of Nanjing Xinjiekou Department Store Co., Ltd. approved the transaction on January 8, 2016. The Board of Directors of Golden Meditech Holdings Limited approved the transaction. The transaction is expected to close by December 31, 2016. As on June 15, 2016, shareholders of Golden Meditech Holdings approved the deal. China Securities Depository & Clearing Corporation Limited acted as registrar to China Cord Blood Corporation. As on August 29, 2016, due to the uncertainty in the current regulatory policy regarding significant asset restructuring of listed companies in the PRC, the Purchaser decided to withdraw the application for the CSRC's approval of its acquisition of the target shares but the Purchaser might involve in the sale and purchase of the target in accordance with the relevant regulatory policies. Amasse Capital Limited acted as financial advisor and Computershare Hong Kong Investor Services Limited acted as the registrar to Golden Meditech Holdings Limited. Gibson, Dunn & Crutcher LLP acted as a legal advisor to Nanjing Xinjiekou Department Store. The currency conversion has been done through www.oanda.com as of January 7, 2015. Paul Strecker of Shearman & Sterling LLP acted as legal advisor to Golden Meditech Holdings Limited .

Nanjing Xinjiekou Department Store Co., Ltd. cancelled the acquisition of China Cord Blood Corporation (NYSE:CO) from Golden Meditech Holdings Limited (SEHK:801) on September 22, 2016. As on September 22, 2016, the shareholders of Nanjing Xinjiekou Department Store Co., Ltd approved the termination of the acquisition.