UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


(Mark
one)


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 ________________.





OR





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





OR





þ
            SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934Date
      of event requiring this shell company report: June 30, 2009for the transition period from
      __________ to ___________





Commission
file number  000-52275





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 Tower


1 Garden
Road


Central,
Hong Kong S.A.R.


___________________________


(Address
of principal executive offices)




Albert Chen, +852 3605 8180,
albert.chen@chinacordbloodcorp.com, 48thFloor, Bank of China Tower,
1 Garden Road, Central, 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 each exchange
      on which registered




None





Securities
registered or to be registered pursuant to Section 12(g) of the
Act:





None





Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act:





UNITS,
EACH CONSISTING OF ONE ORDINARY SHARE, $0.0001 PAR VALUE, AND TWO
WARRANTS


ORDINARY
SHARES, $.0001 PAR VALUE


WARRANTS
TO PURCHASE ONE ORDINARY SHARE, $.0001 PAR VALUE




On June
30, 2009, the registrant had 59,286,506 ordinary shares
outstanding.










Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.




o
      Yes
            x
      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.




o
      Yes
            x
      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.




xYes
            o 
      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  oNo  o





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.




o  Large
      Accelerated filer
            o  Accelerated
      filer
            x 
      Non-accelerated filer





Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:





x  US
      GAAP
            o 
      International Financial Reporting Standards as issued by the International
      Accounting Standards Board
            o 
      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.




o Item
      17
            o 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).




o
      Yes
            o
      No




(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)




Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of the securities under a
plan confirmed by a court.




o
      Yes
            o 
      No







TABLE
OF CONTENTS




PART
    I
            PageItem
      1.
            Identity
      of Directors, Senior Management and Advisers
            3Item
      2.
            Offer
      Statistics and Expected Timetable
            3Item
      3.
            Key
      Information
            3A.
            Selected
      financial data
            3B.
            Capitalization
      and indebtedness
            3C.
            Reasons
      for the offer and use of proceeds
            4D.
            Risk
      factors
            4Item
      4.
            Information
      On The Company
            4A.
            History
      and Development of the Company
            4B.
            Business
      overview
            4C.
            Organizational
      structure
            4D.
            Property,
      plants and equipment
            4Item
      4A.
            Unresolved
      Staff Comments
            4Item
      5.
            Operating
      and Financial Review and Prospects
            4Item
      6.
            Directors,
      Senior Management and Employees
            5A.
            Directors
      and senior management
            5B.
            Compensation
            5C.
            Board
      practices
            5D.
            Employees
            5E.
            Share
      ownership
            5Item
      7.
            Major
      Shareholders and Related Transactions
            5A.
            Major
      shareholders
            5B.
            Related
      party transactions
            6C.
            Interests
      of experts and counsel
            6Item
      8.
            Financial
      Information
            6A.
            Consolidated
      Statements and Other Financial Information
            6B.
            Significant
      Changes
            6Item
      9.
            The
      Offer and Listing
            6A.
            Offer
      and listing details
            6B.
            Plan
      of distribution
            6C.
            Markets
            7D.
            Selling
      shareholders
            7E.
            Dilution
            7F.
            Expenses
      of the issue
            7Item
      10.
            Additional
      Information
            7A.
            Share
      capital
            7B.
            Memorandum
      and articles of association
            7C.
            Material
      contracts
            7D.
            Exchange
      controls
            7E.
            Taxation
            7F.
            Dividends
      and paying agents
            7G.
            Statement
      by experts
            8H.
            Documents
      on display
            8I.
            Subsidiary
      Information
            8Item
      11.
            Quantitative
      and Qualitative Disclosure About Market Risk
            8Item
      12.
            Description
      of Securities Other Than Equity Securities
            8PART
      IIIItem
      17
            Financial
      Statements
            8Item
      18.
            Financial
      Statements
            8Item
      19
            Exhibits
            9Signatures
            
            10




1




CERTAIN
INFORMATION





In this
Shell Company Report on Form 20-F (the “Report”), unless otherwise
indicated, “we,” “us,” “our,” “CCBC” and “China Cord Blood” refers to China Cord
Blood Corporation, a company continued in the Cayman Islands, and its
subsidiaries subsequent to the Business Combination referred to
below.  Unless the context indicates otherwise, all references to
“CCBS” in this Report refer to China Cord Blood Services Corporation, a
subsidiary of China Cord Blood and the entity through which the operating
business is held, and its consolidated subsidiaries, including China Stem Cells
Holdings Limited, or “CSC,” Beijing Jiachenhong Biological Technologies Co.,
Limited (including Beijing Cord Blood Bank, the cord blood bank operated by it),
or “Jiachenhong,” and Guangzhou Municipality Tianhe Nuoya Bio-engineering Co.
Ltd. (including Guangdong Cord Blood Bank, the cord blood bank operated by it),
or “Nuoya”. The “Business Combination” refers to the merger of Pantheon China
Acquisition Corp. (“Pantheon”) with and into Pantheon Arizona Corp. (“Pantheon
Arizona”) to form the predecessor to CCBC under the laws of Arizona, the
subsequent redomestication of Pantheon Arizona to the Cayman Islands as CCBC and
the acquisition of 93.94% of the outstanding shares of CCBS by CCBC, each of
which transactions was consummated substantially concurrently on June 30,
2009.  Unless the context indicates otherwise, the “Company” refers to
Pantheon prior to the Business Combination and CCBC following the Business
Combination.





Unless
the context indicates otherwise, all references to “China” refer to the People’s
Republic of China. All references to “provincial-level regions” or “regions”
include provinces as well as autonomous regions and directly controlled
municipalities in China, which have an administrative status equal to provinces,
including Beijing. Penetration rates referenced in this proxy
statement/prospectus represent a measurement of the demand for cord blood
banking services calculated by dividing the number of subscribers for cord blood
banking services over the total number of newborns in a particular region over a
given period.





All
references to “Renminbi,” “RMB” or “yuan” are to the legal currency of the
People’s Republic of China and all references to “U.S. dollars,” “dollars,” “$”
are to the legal currency of the United States. This Report contains
translations of Renminbi amounts into U.S. dollars at specified rates solely for
the convenience of the reader. Unless otherwise noted, all translations from
Renminbi to U.S. dollars were made at the noon buying rate in The City of New
York for cable transfers in Renminbi per U.S. dollar as certified for customs
purposes by the Federal Reserve Bank of New York, or the noon buying rate, as of
September 30, 2008, which was RMB6.7899 to $1.00. We make no representation that
the Renminbi or U.S. dollar amounts referred to in this Report could have been
or could be converted into U.S. dollars or Renminbi, as the case may be, at any
particular rate or at all. On June 30, 2009, the cash buying rate announced by
the People’s Bank of China was RMB6.8334 to $1.00.




FORWARD-LOOKING
STATEMENTS





This
Report contains ‘‘forward-looking statements’’ that represent our beliefs,
projections and predictions about future events. All statements other than
statements of historical fact are ‘‘forward-looking statements’’ including any
projections of earnings, revenue or other financial items, any statements of the
plans, strategies and objectives of management for future operations, any
statements concerning proposed new projects or other developments, any
statements regarding future economic conditions or performance, any statements
of management’s beliefs, goals, strategies, intentions and objectives, and any
statements of assumptions underlying any of the foregoing. Words such as
‘‘may’’, ‘‘will’’, ‘‘should’’, ‘‘could’’, ‘‘would’’, ‘‘predicts’’,
‘‘potential’’, ‘‘continue’’, ‘‘expects’’, ‘‘anticipates’’, ‘‘future’’,
‘‘intends’’, ‘‘plans’’, ‘‘believes’’, ‘‘estimates’’ and similar expressions, as
well as statements in the future tense, identify forward-looking
statements.




These
statements are necessarily subjective and involve known and unknown risks,
uncertainties and other important factors that could cause our actual results,
performance or achievements, or industry results, to differ materially from any
future results, performance or achievements described in or implied by such
statements. Actual results may differ materially from expected results described
in our forward-looking statements, including with respect to correct measurement
and identification of factors affecting our business or the extent of their
likely impact, the accuracy and completeness of the publicly available
information with respect to the factors upon which our business strategy is
based or the success of our business.





Forward-looking
statements should not be read as a guarantee of future performance or results,
and will not necessarily be accurate indications of whether, or the times by
which, our performance or results may be achieved. Forward-looking statements
are based on information available at the time those statements are made and
management’s belief as of that time with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in or suggested by the
forward-looking statements. Important factors that could cause such differences
include, but are not limited to, those factors discussed under the headings
‘‘Risk Factors’’, ‘‘Operating and Financial Review and Prospects,’’
‘‘Information on our Company” and elsewhere in this Report.




2




PART
I





ITEM
1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS





A.
            Directors
      and Senior Management





Our directors and executive officers
immediately after the consummation of the Business Combination are described in
Post-Effective Amendment No. 2 to the Registration Statement on S-4 (No.
333-155579) filed by Pantheon Arizona with the Securities and Exchange
Commission (the “S-4”) in the section entitled “Directors and Executive Officers
after the Business Combination” beginning on page 168, which is incorporated
herein by reference.




B.
            Advisers




Information
regarding our legal advisers is described in the S-4 on page 203 and is
incorporated by reference herein.




C.
            Auditors




Information
regarding our auditors is described in the S-4 on page 203 and is incorporated
by reference herein.




On June
30, 2009, McGladrey & Pullen LLP (“McGladrey”) was dismissed as the
Company’s independent registered public accounting firm. The reports of
McGladrey on the Company’s financial statements for each of the past two fiscal
years contained no adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles,
except with respect to the Company’s ability to continue as a going concern as
described therein.  The decision to change independent accountants was
approved by the Company’s Board of Directors on June 30, 2009.





During
the Company’s two most recent fiscal years and through June 30, 2009 there were
no disagreements with McGladrey on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of McGladrey would have
caused it to make reference to the subject matter of such disagreements in its
report on the Company’s financial statements for such periods.




CCBC’s
board of directors has approved the appointment of KPMGas its new
independent registered public accounting firm.  During the two most
recent fiscal years and through the date of its engagement, the Company did not
consult with KPMG regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.





Prior to
engaging KPMG, KPMG did not provide the Company with either written or oral
advice that was an important factor we considered in reaching a decision to
change our independent registered public accounting firm from McGladrey to
KPMG.





ITEM
2. OFFER STATISTICS AND EXPECTED TIMETABLE





Not
required.





ITEM
3. KEY INFORMATION





A.
            Selected financial
      data





Financial information regarding CCBS
and Pantheon are included in the S-4 in the sections entitled “CCBS Summary
Financial Information” beginning on page 13, “Comparative Per Share Information”
beginning on page 18, “Selected Historical Consolidated Financial and Operating
Data of CCBS” beginning on page 99 and “Pantheon Selected Financial Information”
beginning on page 160 which are incorporated by reference herein.





B.
            Capitalization and
      Indebtedness




Not required.




3





C.
            Reasons for the Offer and Use
      of Proceeds





Not
required.





D.
            Risk
      factors





The risks associated with the Company’s
business are described in the S-4 in the Section entitled “Risk Factors”
beginning on page 22 and are incorporated by reference herein.





ITEM
4. INFORMATION ON THE COMPANY





A.
            History and Development of the
      Company





Pantheon
was a special purpose acquisition company formed for the  purpose of
acquiring, through a stock exchange, asset acquisition or other similar business
combination, an operating business  in the People’s Republic of
China.  Pantheon China consummated its initial public offering on
December 20, 2006 and generated aggregate gross proceeds of $34,500,000. On June
30, 2009, Pantheon acquired China Cord Blood Services Corporation ("CCBS") by
purchasing 93.94% of its outstanding shares from existing shareholders in
exchange for an aggregate of 54,345,104 newly issued ordinary shares of
its corporate successor, China Cord Blood Corporation (“China Cord Blood”), the surviving company of the
redomestication of Pantheon to the Cayman Islands.  The
acquisition followed the favorable vote of approximately 96% of the public
stockholders of Pantheon in accordance with the SPAC business combination
approval procedures established at the time of Pantheon’s IPO.  Concurrent with the acquisition,
Pantheon purchased an aggregate of 4,547,399 shares of its common stock from three of its largest
stockholders for an aggregate purchase price of approximately $27.2 million (in
transactions intended to assure the successful completion of the business
combination) and assumed options exercised by CCBS’management prior toclosing.  As a result,
following the acquisition China Cord Blood had a total of 59,286,506 shares
outstanding and approximately $695,000 was available for working capital
purposes from Pantheon’s trust account.





B.
            Business
      Overview





The business of CCBS is described in
the S-4 in the section entitled “CCBS Business” beginning on page 147, and the
business of Pantheon is described in the S-4 in the section entitled “Pantheon
Business” beginning on page 164, which are incorporated herein by
reference.




C.
            Organizational
      Structure





The Company’s organizational structure
is described in the S-4 in the section entitled “Summary” beginning on page 1
and is incorporated by reference herein.





D.
            Property, plant and
      equipment





The facilities of the Company are
described in the S-4 in the section entitled “CCBS Business—Facilities” on page
155, which is incorporated by reference herein.





ITEM
4A. UNRESOLVED STAFF COMMENTS





Not
applicable.




ITEM
5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS





The discussion and analysis of the
financial condition of  CCBS and Pantheon is described in the S-4 in
the sections entitled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations of CCBS” beginning on page 110 and
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations of Pantheon” beginning on beginning on page 161, which are
incorporated by reference herein.




4





ITEM
6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES





A.
            Directors and senior
      management





Our directors and executive officers
immediately after the consummation of the Business Combination are described in
the S-4  in the section entitled “Directors and Executive Officers
after the Business Combination” beginning on page 168, which is incorporated
herein by reference.




B.
            Compensation





The compensation of the executive
officers and directors of CCBS is described in the S-4 in the section entitled
“Compensation of Officers and Directors of CCBS” beginning on page 172, which is
incorporated herein by reference.





C.
            Board
      Practices





Information about our directors and
audit, compensation and nominating and corporate governance committees are
described in the S-4 in the sections entitled “Directors, Executive Officers,
Executive Compensation and Corporate Governance—Directors and Executive Officers
after the Business Combination” beginning on page 168, “Board Committees”
beginning on page 170, which are incorporated by reference herein.





D.
            Employees





Information
about the employees of CCBS is described in the S-4 on page 158 and is
incorporated by reference herein.





E.
            Share
      Ownership





See Item 7A.





ITEM
7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS





A.
            Major
      shareholders





The
following table sets forth certain information regarding our ordinary shares as
of June 30, 2009 by:




·
              each
      person known by us to be the beneficial owner of more than 5% of our
      outstanding ordinary shares;




·
              each
      of our officers and directors;
and




·
              all
      of our officers and directors as a
group.




As of
June 30, 2009, there were a total of 59,286,506ordinary shares
outstanding. Unless otherwise indicated, we believe that all persons named in
the table have sole voting and investment power with respect to all ordinary
shares beneficially owned by them.




Name
      and Address of Beneficial Owner
            
            Amount
      and Nature of Beneficial Ownership
            
            
            Percent
      of
              ClassGolden Meditech Stem Cells (BVI)
      Company Limited(1)
            
            
            29,068,087
            
            
            
            49
            %Asset
      Managers CCBS Holdings Limited (f/k/a Treasure Home Investments
      Limited)(1)
            
            
            3,573,314
            
            
            
            6
            %Ting Zheng
            
            
            1,071,994
            
            
            
            2
            %Mark D. Chen(2)
            
            
            692,500
            (3)
            
            
            1
            %Jennifer
      J. Weng(2)
            
            
            692,500
            (4)
            
            
            1
            %Albert Chen
            
            
            *
            
            
            
            *Dr. Ken Lu
            
            
            *
            
            
            
            *Feng Gao
            
            
            *
            
            
            
            *Yue Deng
            
            
            *
            
            
            
            *Xin Xu
            
            
            *
            
            
            
            *Rui
      Arashiyama
            
            
            –
            
            
            
            –All directors and executive
      officers as a group (9individuals)
            
            
            3,616,608
            
            
            
            6.1
            %







5




*
Indicates less than 1%







(1)
              The
      business address of each such beneficial owner is P.O. Box 957, Offshore
      Incorporations Centre, Road Town, Tortola, British Virgin
      Islands.




(2)
              The
      business address of each such beneficial owner is 48th Floor, Bank of
      China Tower; 1 Garden Road; Central, Hong Kong,
  S.A.R.




(3)
              Includes
      (i) 100,000 ordinary shares held by Jennifer J. Weng, Mr. Chen’s wife, and
      (ii) 350,000 ordinary shares held by Super Castle Investments Limited, a
      company owned by Mr. Chen. Does not include 1,291,667 warrants to purchase
      ordinary shares, held by Pantheon China Acquisition Limited, an entity
      controlled by Mr. Chen, that are not currently exercisable and will not
      become exercisable in 60
days.




(4)
              Includes
      (i) 242,500 ordinary shares held by Mark D. Chen, Ms. Weng’s husband, and
      (ii) 350,000 ordinary shares held by Super Castle Investments Limited, a
      company owned by Mr. Chen. Does not include 1,291,667 warrants to purchase
      ordinary shares, held by Pantheon China Acquisition Limited, an entity
      controlled by Mr. Chen, that are not currently exercisable and will not
      become exercisable in 60
days.




B.
            Related Party
      Transactions





Related party transactions of Pantheon
and CCBS are described in the S-4 in the section entitled “Certain
Transactions—Certain Transaction of Pantheon” beginning on page 180, and related
party transactions of CCBS are described in the S-4 in the section entitled
“Certain Transactions—Certain Transactions of CCBS” beginning on page 181, which
are incorporated by reference herein.





C.
            Interests
      of Experts and Counsel




Not
Applicable.




ITEM 8. FINANCIAL INFORMATION





A.
            Consolidated Statements and
      Other Financial Information.





See Item 18.





B.
            Significant
      Changes




None.





ITEM 9. THE OFFER AND LISTING





A.
            Offer and
      Listing Details




Information about the market price of our units,
common stock and warrants prior to the Business Combination is described in the
S-4 on page 21 and incorporated herein by reference.




Holders
of our ordinary shares, warrants and units (sometimes referred to herein as
“securities”) should obtain current market quotations for their securities.
There can be no assurance that a trading market will develop for these
securities.





B.
            Plan of
      Distribution





Not
Applicable.




6





C.
            Markets





Our
ordinary shares, warrants and units are quoted on the OTCBB under the symbols
“PCQC”, “PCQCW” and “PCQCU”, respectively.





D.
            Selling
      Shareholders





Not
Applicable.





E.
            Dilution





Not
Applicable.





F.
            Expenses of the
      Issue





Not
Applicable.





ITEM
10. ADDITIONAL INFORMATION





A.
            Share
      Capital







Status of Outstanding Ordinary
Shares.As of June 30, 2009, we had a total of 250,000,000
ordinary shares and 1,000,000 shares of Preferred Stock authorized, of
which  59,286,506 ordinary shares were issued and
outstanding.




Options and Warrants.We have
issued and outstanding warrants to purchase 13,583,334 ordinary shares and no
options to purchase ordinary shares.  In addition, we have one
representative unit purchase option outstanding, which entitles the holder
thereof to purchase 500,000 units, each unit consisting of one ordinary share
and two warrants.





B.
            Memorandum and Articles of
      association





The
description of certain terms and provisions of our Amended and Restated
Memorandum and Articles of Association is included in the S-4 in the section
entitled “Comparison of Pantheon and Pantheon Cayman Stockholder Rights”
beginning on page 185 and incorporated herein by reference.





C.
            Material
      Contracts





All
material contracts governing the business of the Company are described elsewhere
in this Shell Company Report on Form 20-F or in the information incorporated by
reference herein.





D.
            Exchange
      controls





Under
Cayman Islands law, there are currently no restrictions on the export or import
of capital, including foreign exchange controls or restrictions that affect the
remittance of dividends, interest or other payments to nonresident holders of
our shares.





E.
            Taxation





The
material United States federal income tax consequences of the Business
Combination and of owning and disposing of our securities following the Business
Combination are described in the S-4 in the Section entitled “Material U.S.
Federal Income Tax Consequences” beginning on page 195, which is incorporated
herein by reference.




F.
            Dividends
      and paying agents




Information
about our dividend policy is described in the S-4 in the section entitled
“Dividend Policy” beginning on page 52 and incorporated by reference
herein.




7




G.
            Statement
      by experts




Not applicable.




H.
            Documents on
      display




Documents
concerning us that are referred to in this document may be inspected at our
principal executive offices at 48th Floor,
Bank of China Tower, 1 Garden Road, Central, Hong Kong S.A.R.





In
addition, we will file annual reports and other information with the Securities
and Exchange Commission. We will file annual reports on Form 20-F and
submit other information under cover of Form 6-K. As a foreign private
issuer, we are exempt from the proxy requirements of Section 14 of the
Exchange Act and our officers, directors and principal shareholders will be
exempt from the insider short-swing disclosure and profit recovery rules of
Section 16 of the Exchange Act. Annual reports and other information
we file with the Commission may be inspected at the public reference facilities
maintained by the Commission at Room 1024, 100 F. Street, N.E., Washington,
D.C. 20549, and at its regional offices located at 233 Broadway, New York, New
York 10279 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and copies of all or any part thereof may be obtained from such offices
upon payment of the prescribed fees. You may call the Commission at
1-800-SEC-0330 for further information on the operation of the public reference
rooms and you can request copies of the documents upon payment of a duplicating
fee, by writing to the Commission. In addition, the Commission maintains a
web site that contains reports and other information regarding registrants
(including us) that file electronically with the Commission which can be
assessed at http://www.sec.gov.




I.
            Subsidiary
      Information




Not
required.





ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK





Information about exchange controls is described in
the S-4 in the section entitled “Quantitative and Qualitative Disclosure about
Market Risk” beginning on page 141 and incorporated herein by
reference.




ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN
EQUITY SECURITIES





Information
regarding our securities is included in the S-4 in the section entitled
“Description of Pantheon’s Securities” beginning on page 185.





PART
II





Not
applicable.





PART
III





ITEM
17. FINANCIAL STATEMENTS





See Item
18.





ITEM 18. FINANCIAL STATEMENTS





The
audited Financial Statements of Pantheon Acquisition Corp. are included in the
S-4 beginning on page F-1, which is incorporated herein by
reference.  The audited Financial Statements of CCBS are included in
the S-4 beginning on page F-30, which is incorporated herein by
reference.




8




ITEM 19. EXHIBITS


Exhibit
    No.
            
            Description1.1
            
            Memorandum
      of Association of China Cord Blood Corporation (incorporated by reference
      to Exhibit 3.3 to Registration Statement on Form S-4 of Pantheon Arizona
      Corp. (File No. 333-155579).1.2
            
            Articles
      of Association of China Cord Blood Corporation (incorporated by reference
      to Exhibit 3.4 to Registration Statement on Form S-4 of Pantheon Arizona
      Corp. (File No. 333-155579).2.2
            
            China
      Cord Blood Corporation 2009 Share Option Scheme (incorporated by reference
      to Exhibit 10.2 to Registration Statement on Form S-4 of Pantheon Arizona
      Corp. (File No. 333-155579).2.3
            
            Form
      of Unit Purchase Option granted to Representative (incorporated by
      reference to Exhibit 4.1 to Registration Statement on Form S-1 of Pantheon
      China Acquisition Corp. (File No. 333-136590).2.4
            
            Form
      of Warrant Agreement between Continental Stock Transfer and Trust Company
      and Pantheon China Acquisition Corp. (incorporated by reference to Exhibit
      4.1 to Registration Statement on Form S-1 of Pantheon China Acquisition
      Corp. (File No. 333-136590).8.1
            
            List
      of Subsidiaries





9





SIGNATURES




The
Registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.




CHINA
      CORD BLOOD CORPORATIONBy:
      /s/ Ting
      Zheng
              
              Name:
      Ting Zheng
              Title:
      Chief Executive Officer
              Date:
      July 7, 2009




10




EXHIBIT
INDEX


Exhibit
    No.
              
              Description1.1
              
              Memorandum
      of Association of China Cord Blood Corporation (incorporated by reference
      to Exhibit 3.3 to Registration Statement on Form S-4 of Pantheon Arizona
      Corp. (File No. 333-155579).1.2
              
              Articles
      of Association of China Cord Blood Corporation (incorporated by reference
      to Exhibit 3.4 to Registration Statement on Form S-4 of Pantheon Arizona
      Corp. (File No. 333-155579).2.2
              
              China
      Cord Blood Corporation 2009 Share Option Scheme (incorporated by reference
      to Exhibit 10.2 to Registration Statement on Form S-4 of Pantheon Arizona
      Corp. (File No. 333-155579).2.3
              
              Form
      of Unit Purchase Option granted to Representative (incorporated by
      reference to Exhibit 4.1 to Registration Statement on Form S-1 of Pantheon
      China Acquisition Corp. (File No. 333-136590).2.4
              
              Form
      of Warrant Agreement between Continental Stock Transfer and Trust Company
      and Pantheon China Acquisition Corp. (incorporated by reference to Exhibit
      4.1 to Registration Statement on Form S-1 of Pantheon China Acquisition
      Corp. (File No. 333-136590).8.1
              
              List
      of Subsidiaries




11