Exhibit 4.9


 


FINAL VERSION


 





EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into as of this 29 day of April 2022, by and between, Global Cord Blood Corporation, a Cayman Islands corporation
(the “Company”), and Leong Kim Chuan (the “Executive”).


 


W
I T N E S S E T H :


 


WHEREAS, in connection with the transactions contemplated
by the Acquisition Agreement and the Other SPAs (as defined under the Acquisition Agreement), Cellenkos, Inc., a Delaware corporation
(“Cellenkos”) will become a direct or indirect subsidiary of the Company; and


 


WHEREAS, the Company desires to employ Executive
and to enter into this Agreement embodying the terms of such employment, and Executive desires to enter into this Agreement and to accept
such employment, subject to the terms and provisions of this Agreement.


 


NOW, THEREFORE, in consideration of the promises
and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually
acknowledged, the Company and Executive hereby agree as follows:


 


Section 1.     Definitions.
Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth on Appendix A, attached hereto.


 


Section 2.     Acceptance
and Term of Employment.


 


The Company agrees to employ Executive, and Executive
agrees to serve the Company, on the terms and conditions set forth herein. The initial term of Executive’s employment under this
Agreement shall be for the period beginning on the Closing and ending on the fifth (5th) anniversary of the Closing (the “Initial
Term”). On the fifth anniversary of the Closing, the term of Executive’s employment under this Agreement shall automatically
renew and extend for a period of three (3) years and shall continue for an additional three years at the end of each three (3)-year
term (each such three (3)-year term being a “Renewal Term”) unless written notice of non-renewal is delivered by either
party to the other not less than 90 days prior to the expiration of the then-existing Initial Term or Renewal Term (the Initial Term and
any Renewal Term, the “Term of Employment”), as applicable. Notwithstanding any other provision of this Agreement,
Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with ‎Section 7 hereof.


 


Section 3.     Position,
Duties, and Responsibilities; Place of Performance.


 


(a)            Position,
Duties, and Responsibilities. During the Term of Employment, Executive shall be employed and serve as (i) the Co-Chief Financial
Officer of the Company, reporting directly to the Board, and having such duties and responsibilities commensurate with such position,
and (ii) the Chief Financial Officer of Cellenkos, having such duties and responsibilities consistent with the past practice of Cellenkos
with respect to such position, without additional compensation.


 






     


     


    

 


(b)            Performance.
Executive shall devote substantially all of Executive’s business time to the performance of Executive’s duties under this
Agreement and shall not engage in any other business or occupation during the Term of Employment. Notwithstanding the foregoing, nothing
herein shall preclude Executive from, (i) serving as a member of the board of directors or advisory board (or the equivalent in the
case of a non-corporate entity) of a non-competing for-profit business and one or more not-for-profit or charitable organizations, (ii) engaging
in charitable activities and community affairs or holding any academic position or title with any academic or research institute, and
(iii) managing Executive’s and his family’s investments and affairs; provided, that, in the case of (i) and
(ii), the Executive has informed the Company by a written notice in advance; provided, further, that the activities set
out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere with the performance of Executive’s
duties and responsibilities hereunder.


 


(c)            Principal
Place of Employment. Executive’s principal place of employment shall be in Hong Kong, although Executive understands and agrees
that Executive may be required to travel on a reasonable basis from time to time for business reasons.


 


Section 4.     Compensation.


 


During the Term of Employment, Executive shall be
entitled to the following compensation:


 





(a)            Base
Salary. Executive shall be paid an annualized Base Salary (the “Base Salary”), payable in accordance with the
regular payroll practices of the Company, of HK $4,329,000, with such increases (but not decreases), if any, as may be approved in
writing by the Board or the Compensation Committee.


 


(b)            Annual
Bonus. Executive shall be eligible for an annual incentive bonus award determined by the Board or the Compensation Committee in respect
of each fiscal year during the Term of Employment (the “Annual Bonus”). Any payment of the Annual Bonus in the initial
partial year during the Term of Employment will be pro-rated to reflect Executive’s period of employment in that partial year. The
Annual Bonus shall otherwise be subject to the terms and conditions of the annual bonus plan adopted by the Board or the Compensation
Committee, if any, under which bonuses are generally payable to senior executives of the Company, as in effect from time to time. The
Annual Bonus shall be paid to Executive at the same time as annual bonuses are generally payable to other senior executives of the Company.


 


(c)            Equity
Participation. In connection with the commencement of Executive’s employment hereunder, Executive shall be entitled to participate
in, and receive a grant of restricted stock units representing ten percent (10%) of the aggregate pool approved under, the equity incentive
plan to be adopted by the Company, pursuant to the terms of such plan, an award agreement and such other documents that Executive is required
to execute pursuant to the terms of such plan (the plan, the award agreement, and such other documents collectively, the “Equity
Documents”). The aggregate pool shall equal ten percent (10%) of the fully diluted shares of the Company and the Equity Documents
shall be consistent with the terms and conditions set forth in the Equity Participation Term Sheet attached as Schedule [5] to the Acquisition
Agreement.


 






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Section 5.     Employee
Benefits.


 


During the Term of Employment, Executive shall be
entitled to participate in health, insurance, retirement, and other benefits provided generally to senior executives of the Company and/or
Cellenkos. Executive shall also be entitled to the same number of holidays, vacation days, and sick days, as well as any other benefits,
in each case as are generally allowed to senior executives of the Company and/or Cellenkos in accordance with applicable policies of the
Company and/or Cellenkos as in effect from time to time.


 


In accordance with the provisions of the Mandatory
Provident Fund Schemes Ordinance (Cap. 458 of the laws of Hong Kong) (the “MPF Ordinance”), Executive shall be required
to make a contribution to the Mandatory Provident Fund (“MPF”) scheme provided by the Company and/or Cellenkos. Such
contribution shall be made in accordance with the MPF Ordinance. Should there be any changes in the relevant legislation on the level
of MPF contribution in the future, the Company or Cellenkos will give effect to such changes accordingly. The Company and/or Cellenkos
will make a matching contribution to the MPF scheme. Executive may claim for payment of accrued benefits from the scheme upon declaration
of permanent departure from Hong Kong.


 


Section 6.     Reimbursement
of Business Expenses.


 


Executive is authorized to incur reasonable business
expenses in carrying out Executive’s duties and responsibilities under this Agreement, and the Company shall promptly reimburse,
or cause Cellenkos to promptly reimburse, Executive for all such reasonable business expenses, subject to documentation in accordance
with the Company’s policy, as in effect from time to time.


 


Section 7.     Termination
of Employment.


 


(a)            General.
The Term of Employment, and Executive’s employment with the Company hereunder, shall terminate upon the earliest to occur of (i) Executive’s
death, (ii) a termination by reason of a Disability, (iii) a termination by the Board with or without Cause, (iv) a termination
by Executive with or without Good Reason and (v) the nonrenewal of the Term of Employment by either party pursuant to ‎Section 2
of this Agreement. Except as otherwise expressly required by law or as specifically provided herein or in the Equity Documents, all of
Executive’s rights to Base Salary, Annual Bonus, employee benefits and other compensatory amounts hereunder (if any) shall cease
upon the termination of Executive’s employment hereunder.


 


(b)            Deemed
Resignation. Upon any termination of Executive’s employment for any reason, except as may otherwise be requested by the Company
in writing and agreed upon in writing by Executive, Executive shall be deemed to have resigned from any and all directorships, committee
memberships, and any other positions that Executive holds with the Company or any other member of the Company Group.


 






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(c)            Termination
Due to Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death. The Board may
terminate Executive’s employment upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt
of written notice of such termination. Upon Executive’s death or in the event that Executive’s employment is terminated due
to Executive’s Disability, Executive or Executive’s estate or Executive’s beneficiaries, as the case may be, shall be
entitled to:


 


(i)            The
Accrued Obligations; and


 


(ii)            An
amount equal to (A) the Annual Bonus of the fiscal year in which such termination occurs (to the extent determined by the Board or
the Compensation Committee) multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement
of the fiscal year in which such termination occurs through the date of such termination and the denominator of which is 365 (or 366,
as applicable), which amount shall be paid in a lump sum on the sixtieth (60th) day following Executive’s termination
date.


 


(d)            Termination
by the Company for Cause.


 


(i)            The
Board may terminate Executive’s employment at any time for Cause, effective upon delivery to Executive of written notice of such
termination; provided, however, that with respect to any Cause termination relying on clause (ii), (vi) or (vii) of
the definition of Cause, to the extent that such act or acts or failure or failures to act are curable, Executive shall be given not less
than ten (10) days’ written notice by the Board of its intention to terminate Executive for Cause, such notice to state in
detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause
is based, and such termination shall be effective at the expiration of such ten (10)-day notice period unless Executive has fully cured
such act or acts or failure or failures to act that give rise to Cause during such period.


 


(ii)            In
the event that the Board terminates Executive’s employment for Cause, Executive shall be entitled only to the Accrued Obligations.


 


(e)            Termination
by the Company without Cause or Nonrenewal by the Company. The Board may terminate Executive’s employment at any time
without Cause by providing Executive thirty (30) days’ written notice and the Board may elect not to renew the Term of
Employment pursuant to Section 2 hereof. In the event that Executive’s employment is terminated by the Board without
Cause (other than due to death or Disability) or the Board elects not to renew the Term of Employment pursuant to ‎Section 2
hereof, Executive shall be entitled to:


 


(i)            The
Accrued Obligations;


 






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(ii)            An
amount equal to (A) the Annual Bonus of the fiscal year in which such termination occurs (to the extent determined by the Board or
the Compensation Committee) multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement
of the fiscal year in which such termination occurs through the date of such termination and the denominator of which is 365 (or 366,
as applicable), which amount shall be paid in a lump sum on the sixtieth (60th) day following Executive’s termination
date; and


 


(iii)            An
amount equal to two times the sum of (A) Base Salary, plus (Y) the Annual Bonus of the fiscal year in which such termination
occurs (to the extent determined by the Board or the Compensation Committee), which amount shall be paid in a lump sum on the sixtieth
(60th) day following Executive’s termination date.


 


Notwithstanding the foregoing, the payments and benefits described
in clauses (ii) through (iii) above shall immediately terminate, and the Company shall have no further obligations to Executive
with respect thereto, in the event that Executive materially breaches the Restricted Covenant Agreement (as defined in ‎Section 8
hereof); provided, that to the extent such material breach is curable, Executive shall be given thirty (30) days’ written
notice by the Board of any such purported material breach, and such payments and benefits shall not terminate if Executive has completely
cured such act or acts during such period.


 


(f)            Termination
by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason by providing the Company ninety
(90) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice,
to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such ninety (90)-day notice
period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective
upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in ‎Section 7(e)(i) and
‎Section 7(e)(ii).





 


(g)            Termination
by Executive without Good Reason or Nonrenewal by Executive. Executive may terminate Executive’s employment without Good Reason
by providing the Company ninety (90) days’ written notice of such termination and may elect not to renew the Term of Employment
pursuant to ‎Section 2. In the event of a termination of employment by Executive under this ‎Section 7(g),
Executive shall be entitled only to the Accrued Obligations.


 


(h)            Termination
by the Company without Cause, Nonrenewal by the Company or Resignation for Good Reason in connection with a Change of Control. If
the Company terminates Executive’s employment without Cause (other than due to death or Disability), the Company elects not to
renew the Term of Employment pursuant to ‎Section 2 hereof or Executive resigns for Good Reason, in each case,
within the three-month period prior to or at any time following a Change of Control, Executive shall be entitled, in lieu of the payments
and benefits set forth in ‎Section 7(e) or ‎Section 7(f), to:


 


(i)            The
Accrued Obligations;


 






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(ii)            An
amount equal to (A) the Annual Bonus of the fiscal year in which such termination occurs (to the extent determined by the Board or
the Compensation Committee) multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement
of the fiscal year in which such termination occurs through the date of such termination and the denominator of which is 365 (or 366,
as applicable), which amount shall be paid in a lump sum on the sixtieth (60th) day following Executive’s termination
date; and


 


(iii)            An
amount equal to (X) US$5,000,000 plus (Y) the product of (1) US$1,000,000 and (2) the number of full years of service
during the Term of Employment, such amount to be treated as inclusive of any amount payable as statutory severance payment pursuant to
the Employment Ordinance (Cap. 57 of the laws of Hong Kong) and paid in a lump sum on the next regularly scheduled payroll date following
the date of such termination.


 


Section 8.     Restrictive
Covenants


 


(a)            General.
Executive acknowledges and agrees, in consideration for the Company executing this Agreement, to execute the Proprietary Information and
Inventions Agreement attached hereto as Appendix B (the “Restricted Covenant Agreement”).


 


Section 9.     Taxes.


 


The Company may withhold from any payments made under
this Agreement or otherwise made in connection with Executive’s employment hereunder, all applicable taxes, including but not limited
to income, employment, and social insurance taxes, as shall be required by law. If any such taxes are paid or advanced by the Company
on behalf of Executive, Executive shall remain responsible for, and shall repay, such amounts to the Company, promptly following notice
thereof by the Company. Executive acknowledges and represents that the Company have not provided any tax advice to Executive in connection
with this Agreement and that Executive has been advised by the Company to seek tax advice from Executive’s own tax advisors regarding
this Agreement and payments that may be made to Executive pursuant to this Agreement.


 


Section 10.     Set
Off; Mitigation.


 


The Company’ obligation to pay Executive the
amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim, or recoupment of amounts
owed by Executive to the Company, Cellenkos or their affiliates. Executive shall not be required to mitigate the amount of any payment
provided pursuant to this Agreement by seeking other employment or otherwise, and except as may be required by applicable laws, the amount
of any payment provided for pursuant to this Agreement shall not be reduced by any compensation earned as a result of Executive’s
other employment or otherwise.


 






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Section 11.     Successors
and Assigns; No Third-Party Beneficiaries.


 


(a)            The
Company. This Agreement shall inure to the benefit of the Company and their respective successors and assigns. Neither this
Agreement nor any of the rights, obligations, or interests arising hereunder may be assigned by the Company to a Person (other than
another member of the Company Group, or its or their respective successors) without Executive’s prior written consent (which
shall not be unreasonably withheld, delayed, or conditioned); provided, however, that in the event of a sale of all or
substantially all of the assets of the Company, Cellenkos or any direct or indirect division or subsidiary of the Company or
Cellenkos to which Executive’s employment primarily relates, the Company may provide that this Agreement will be assigned
to, and assumed by, the acquiror of such assets, division or subsidiary, as applicable, without Executive’s consent and
thereafter any reference in this Agreement to “the Company” shall be deemed to be a reference to such acquiror.


 


(b)            Executive.
Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without
the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive
hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if
there be no such designee, to Executive’s estate.


 


(c)            No
Third-Party Beneficiaries. Except as otherwise set forth in ‎Section 7(c) or
‎Section 11(b) hereof, nothing
expressed or referred to in this Agreement will be construed to give any Person other than the Company, the other members of the Company
Group, and Executive any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.


 


Section 12.     Waiver
and Amendments.


 


Any waiver, alteration, amendment, or modification
of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided,
however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s behalf by the
Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any
subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.


 






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Section 13.     Severability.


 


If any covenants or such other provisions of this
Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (a) the remaining
terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall be deemed replaced
by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable
term or provision hereof.


 


Section 14.     Governing
Law; Exclusive Forum.


 


This Agreement is governed by and is to be construed
under the laws of Hong Kong. The exclusive forum for any suit, action or other proceeding arising out of or in any way related to this
Agreement shall be the courts of Hong Kong.


 


Section 15.     Notices.


 


(a)            Place
of Delivery. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered
to the party for whom or which it is intended at such address as may from time to time be designated by it in a notice mailed or delivered
to the other party as herein provided; provided, however, that unless and until some other address be so designated, all
notices and communications by Executive to the Company shall be mailed or delivered to the Company at its principal executive office,
and all notices and communications by the Company to Executive may be given to Executive personally or may be mailed to Executive at Executive’s
last known address, as reflected in the Company’s records.


 


(b)            Date
of Delivery. Any notice so addressed shall be deemed to be given (i) if delivered by hand, on the date of such delivery, (ii) if
mailed by courier or by overnight mail, on the first business day following the date of such mailing, and (iii) if mailed by registered
or certified mail, on the third business day after the date of such mailing.


 


Section 16.     Section Headings.


 


The headings of the sections and subsections of this
Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the meaning or interpretation
of this Agreement or of any term or provision hereof.


 


Section 17.     Entire
Agreement.


 


This Agreement, together with any exhibits attached
hereto, constitutes the entire understanding and agreement of the parties hereto regarding the employment of Executive. This Agreement
supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements among the parties relating
to the subject matter of this Agreement.





 






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Section 18.     Survival
of Operative Sections.


 


Upon any termination of Executive’s employment,
the provisions of ‎Section 7 through ‎Section 20 of this Agreement (together with any related definitions set forth
on Appendix A) shall survive to the extent necessary to give effect to the provisions thereof.


 


Section 19.     Conditional
Upon Closing of Transactions.


 


This Agreement and the Restricted Covenant Agreement
shall be conditioned upon the closing of the transactions contemplated by the Acquisition Agreement. In the event that the Acquisition
Agreement terminates prior to the closing of the transactions contemplated thereby, this Agreement and the Restricted Covenant Agreement
shall be void ab initio.


 


Section 20.     Counterparts.


 


This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution
of this Agreement may be by actual, electronic or facsimile signature.


 


*     *     *


 


[Signatures to appear on the following page.]


 






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IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.


 


	 	GLOBAL
    CORD BLOOD CORPORATION
	 	 
	 	/s/
    Ting Zheng
	 	By:
        Ting Zheng
	 	Title:  CEO
	 	 
	 	EXECUTIVE
	 	 
	 	/s/ Leong
    Kim Chuan
	 	Leong
    Kim Chuan