Execution Copy


 


INDEMNIFICATION PRIORITY AND INFORMATION
SHARING AGREEMENT


 


This INDEMNIFICATION PRIORITY AND INFORMATION
SHARING AGREEMENT, dated as of April 27, 2012 (this “Agreement”), is among KKR CHINA
HEALTHCARE INVESTMENT LIMITED, an exempted company with limited liability incorporated in the Cayman Islands (the “Investor”),
Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership (“KKR”), and CHINA CORD BLOOD CORPORATION,
an exempted company with limited liability incorporated in the Cayman Islands (the “Company”).


 


WHEREAS, the Company has entered into a Convertible
Note Purchase Agreement dated as of April 12, 2012 (the “Company Indemnification Agreement”) providing for,
among other things, the indemnification of and advancement of expenses incurred by the Investor and its affiliates, officers, directors,
agents and employees for certain matters described therein (the Investor, its affiliates, officers, directors, agents and employees
collectively, the “KKR Indemnified Parties”);


 


WHEREAS, one or more executives of KKR or
its affiliates may serve as a director of the Company and one or more other persons (who are not executives of KKR or its affiliates)
may serve as a director of the Company as an appointee or designee of the Investor or KKR (any such person, the “KKR Director”);


 


WHEREAS, the KKR Director has entered into
an indemnification agreement with the Company dated as of the date hereof providing for indemnification and advancement of expenses
for the KKR Director in connection with its service as a director of the Company and the KKR Director may, in its capacity as a
director of the Company, be indemnified and/or entitled to advancement of expenses under the Company’s memorandum and articles
of association (a “Company Director Indemnity”);


 


WHEREAS, the Investor, KKR and/or their respective
affiliates and controlling persons (in this capacity, collectively, the “KKR Indemnitors”) have (i) entered
into one or more limited partnership agreements, limited liability company operating agreements and other agreements, (ii) certificates
and articles of incorporation, by-laws, and other organizational documents and (iii) obtained insurance (any such agreements, documents
or insurance, collectively, the “KKR Indemnification Agreements”), in each case, providing for, among other
things, indemnification of and advancement of expenses for the KKR Director for, among other things, the same matters that are
subject to indemnification and advancement of expenses under the Company Indemnification Agreements and the Company Director Indemnity;


 


WHEREAS, the Company, the Investor and KKR
wish to clarify certain matters regarding the indemnification and advancement of expenses provided under the Company Indemnification
Agreement and the Company Director Indemnity as it relates to the indemnification and advancement of expenses provided for under
the KKR Indemnification Agreements and regarding portfolio company information.


 



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NOW, THEREFORE, in consideration of the foregoing
recitals and the premises hereinafter set forth, the Company, the Investor and KKR hereby agree as follows.


 


1.          The
Company hereby acknowledges and agrees that the obligation of the Company under either the Company Indemnification Agreement or
the Company Director Indemnity to indemnify or advance expenses to any KKR Director for the matters covered thereby shall be the
primary source of indemnification and advancement of such KKR Director in connection therewith and any obligation on the part of
any KKR Indemnitor under any KKR Indemnification Agreement to indemnify or advance expenses to such KKR Director shall be secondary
to the Company’s obligation and shall be reduced by any amount that the KKR Director may collect as indemnification or advancement
from the Company. In the event that the Company fails to indemnify or advance expenses to a KKR Director as required by any Company
Indemnification Agreement or Company Director Indemnity in accordance with the terms thereof (such amounts, the “Unpaid
Director Indemnity Amounts”) and any KKR Indemnitor makes any payment to such KKR Director in respect of indemnification
or advancement of expenses under any KKR Indemnification Agreement on account of such Unpaid Director Indemnity Amounts, such KKR
Indemnitor shall be subrogated to the rights of such KKR Director under any Company Indemnification Agreement or Company Director
Indemnity, as the case may be, in respect of such Unpaid Director Indemnity Amounts.


 


2.          The
Company hereby agrees that, to the fullest extent permitted by applicable law, its obligation to indemnify KKR Indemnified Parties
under the Company Indemnification Agreement shall include any amounts expended by any KKR Indemnitor under the KKR Indemnification
Agreements in respect of indemnification or advancement of expenses to any KKR Director in connection with litigation or other
proceedings involving his or her service as a director of the Company to the extent such amounts expended by such KKR Indemnitor
are on account of any Unpaid Director Indemnity Amounts.


 


3.          The
Company hereby agrees that it will not amend any Company Director Indemnity as in effect on the date hereof to alter the rights
of any KKR Director in any manner that would adversely affect any KKR Director’s rights with respect to conduct pre-dating
the date of any such amendment without the prior consent of KKR, not to be unreasonably withheld.


 


4.          The
Company hereby consents to the KKR Director sharing any information the KKR Director receives from the Company and its subsidiaries
in its capacity as director of the Company with the officers, directors, members, employees and representatives of KKR and its
affiliates (other than other portfolio companies) and to the internal use by KKR and such affiliates of any information received
from the Company, subject, however, to KKR maintaining adequate procedures to prevent such information from being used in connection
with the purchase or sale of securities of the Company in violation of applicable law.


 


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


 



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6.          The
provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors
and permitted assigns and the provisions of Section 3 shall inure to the benefit of the KKR Director, who is intended to be third
party beneficiaries thereof. The Company shall not assign this Agreement without the prior written consent of KKR and the Investor.
The Investor may assign this Agreement to any Person who the Investor assigns its rights under the Company Indemnification Agreement
without the prior written consent of the Company.


 


7.          This
Agreement shall be governed by, and construed in accordance with, the laws of the State of New York of the United States of America
applicable to contracts to be performed wholly within such jurisdiction, without regard to the principles of conflicts of law of
any jurisdiction. Any dispute or claim arising out of or in connection with or relating to this Agreement, or the breach, termination
or invalidity hereof shall be finally resolved pursuant to Section 14.2 (Submission to Jurisdiction) of the Company Indemnification
Agreement.


 


8.          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.


 


9.          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.


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.


 


	 	KKR CHINA HEALTHCARE INVESTMENT LIMITED
	 	 
	 	By:	/s/ William J.
    Janetschek 	 
	 	 
	 	Name: William J. Janetschek
	 	Title: Director
	 	 
	 	KOHLBERG KRAVIS ROBERTS & CO. L.P.
	 	 
	 	By: KKR Management Holdings L.P., its General Partner
	 	 
	 	By: KKR Management Holdings Corp., its General Partner
	 	 
	 	By:	/s/ William J.
    Janetschek  	 
	 	 
	 	Name: William J. Janetschek
	 	Title: Vice President
	 	 
	 	CHINA CORD BLOOD CORPORATION
	 	 
	 	By:	 /s/ Ting Zheng 	 
	 	 
	 	Name: Ting Zheng
	 	Title: Chairman and CEO


 


Signature Page to Indemnification and Information Sharing Agreement