6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 October 2010

Commission File No. 001-34136

China Cablecom Holdings, Ltd.

Suite 4612, Tower 1 

Plaza 66 

No.1266 Nanjing West Road 

Shanghai, 200040

People’s Republic of China

(86) 21 6113-8281

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES.)

Indicate by check mark whether the registrant files or will file annual reports under cover 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 þ

If “Yes” 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 filed by China Cablecom Holdings Ltd. (the “Company”) 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 or 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 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. You should carefully consider these factors as well as the additional risk factors outlined in the filings that the Company makes with the U.S. Securities and Exchange Commission, including the Form 20-F filed on July 15, 2009.

On October 15, 2010, the Company announced its unaudited consolidated financial results for the quarter ended June 30, 2010. A copy of the press release is filed as Exhibit 99.1 hereto.

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Exhibit Index

Exhibit No.	Description
99.1	Press Release dated October 15, 2010.

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SIGNATURE

Pursuant to the requirements of the SecuritiesExchange Act of 1934, theregistranthas duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

China Cablecom Holdings, Ltd
By:	/s/ Sikan Tong
Name: Sikan Tong
Title:   Chief Financial Officer

Dated: January 6, 2011

 

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EX-99.1

October 15, 2010

FOR RELEASE AT 8:00am ET

China Cablecom Holdings, Ltd.

www.chinacablecom.net

CONTACT: 212-888-8890

Email: ir@chinacablecom.net

China Cablecom Holdings, Ltd. Reports Second Quarter 2010 Financial Results

Binzhou and Hubei operations generated second quarter revenue increases of approximately 30% year-over-year; Company reiterates financial and operational guidance for full year 2010

SHANGHAI, CHINA— (Marketwire – October 15, 2010) - China Cablecom Holdings, Ltd. ("China Cablecom" or the “Company”) (NASDAQ: CABL), a joint-venture provider of cable television services in the People's Republic of China (“PRC” or “China”), announced today its unaudited financial results for the second quarter ended June 30, 2010.

Second Quarter 2010 Highlights:

§ Hubei revenues were $10.9 million, an increase of 29% over the second quarter of 2009

§ Hubei earnings before interest, taxes, depreciation and amortization (“EBITDA”) representing the Company’s 55% share was $2.6 million, an increase of 38% over the second quarter of 2009

§ Hubei added nearly 23,000 subscribers during the quarter

§ Binzhou revenues were $3.1 million, an increase of 34% over the second quarter of 2009

§ Binzhou EBITDA representing the Company’s 60% share was $1.4 million, an increase of 54% over the second quarter of 2009

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Comments from Mr. Clive Ng, Founder & Executive Chairman

“We have delivered another quarter of strong performance,” says Clive Ng, Founder and Executive Chairman of China Cablecom. “The first half of 2010 has been a productive year for our joint venture partners and cable operations in Binzhou and Hubei. China’s deployment of digitalization continue nationwide with expectations of a full digital TV broadcasting by 2015, and we are pleased to announce that our digital subscribers have grown 20% from a quarter-to-quarter comparison. We continue to implement aggressive cost-cutting efforts in our China and U.S. operations and with the continued increase in paying subscribers, digital growth and ARPU rates, we are confident in the development of China’s media opportunities and of the future progress of our operations.”

Financial Results for the Second Quarter of 2010

Consolidated revenues for the second quarter of 2010 were $14 million compared to consolidated revenues of $10.7 million for the second quarter of 2009. The increase was due to growth in paying subscribers and revenues generated in subscription and installation fees.  Consolidated operating expenses for the second quarter of 2010 were $5.7 million compared to consolidated operating expenses of $4.7 million for the second quarter of 2009.

Based on U.S. GAAP, net loss attributable to ordinary shareholders for the second quarter of 2010 was $2.4 million or $0.39 per basic and fully diluted share compared to a net loss attributable to ordinary shareholders of $4.4 million, or $1.37 per basic and fully diluted share in the second quarter of 2009.

The net loss for the second quarter 2010 was significantly impacted by (1) non-cash amortization of intangible assets which were acquired in connection with China Cablecom's acquisition of Binzhou Broadcasting and Hubei in the amount of $0.37 million and $0.33 million, respectively, (2) non-cash interest expense associated with original issue debt discount and deferred financing costs relating to China Cablecom's senior secured, junior secured and unsecured notes in the amount of $0.93 million, (3) non-cash stock based compensation in the amount of $0.41 million.

Business Outlook

For the full year of 2010, China Cablecom reiterates its revenue guidance of $50-55 million. This includes total paying subscribers of 1.8 million and consolidated digital subscribers of  750,000.

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Based on these metrics, the Company estimates EBITDA for 2010 to be in the range of $14-15 million, accounting for the 60% economic ownership in Binzhou and 55% economic ownership in Hubei.

Operating Metrics

The following summary financial and operating highlights for Binzhou and Hubei reflect the results of the respective operating joint ventures on a stand-alone basis and do not include China Cablecom's corporate operations and overhead. EBITDA reflects China Cablecom's consolidated share of 55% and 60% in Hubei Chutian and Binzhou Broadcasting, respectively.

	QuarterendedJune30,
(unaudited)	2010		2009		%
Binzhou Broadcasting
Revenue	$	3,111,074	$	2,322,358		34	%
EBITDA - 60% share	$	1,372,856	$	891,286		54	%
Non-financial metrics:
Paying subscribers		486,192		479,604		1	%
Digital subscribers		83,126		3,465		2,299	%
ARPU	$	1.94	$	1.40		39	%
Hubei Chutian
Revenue	$	10,864,841	$	8,399,810		29	%
EBITDA - 55% share	$	2,589,652	$	1,872,004		38	%
Non-financial metrics:
Paying subscribers		1,254,699		1,125,021		12	%
Digital subscribers		513,001		185,794		176	%
ARPU	$	2.51	$	2.08		21	%
Total revenue	$	13,975,915	$	10,722,168		30	%
Total EBITDA - CABL's share	$	3,962,508	$	2,763,290		43	%

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	Six months ended June 30,
(unaudited)	2010		2009		%
Binzhou Broadcasting
Revenue	$	6,198,727	$	4,604,957		35	%
EBITDA - 60% share	$	2,464,017	$	1,814,817		36	%
Non-financial metrics:
Paying subscribers		486,192		479,604		1	%
Digital subscribers		83,126		3,465		2,299	%
ARPU	$	1.92	$	1.38		39	%
Hubei Chutian
Revenue	$	21,201,836	$	16,076,056		32	%
EBITDA - 55% share	$	5,077,499	$	3,204,963		58	%
Non-financial metrics:
Paying subscribers		1,254,699		1,125,021		12	%
Digital subscribers		513,001		185,794		176	%
ARPU	$	2.49	$	2.07		20	%
Total revenue	$	27,400,563	$	20,681,013		32	%
Total EBITDA - CABL's share	$	7,541,516	$	5,019,780		50	%

nm = not meaningful

Conference Call and Webcast

China Cablecom’s management team will host a conference call today at 8:30 a.m. EDT, October 15, 2010 (or 8:30 p.m., October 15, 2010 Shanghai time). To listen to the conference call, please use the dial-in numbers below:

USA Toll Number: 1-877-941-1465

International: 1-480-629-9644

A replay of the call will be available for two weeks following the call and can be accessed by dialing the numbers below:

USA Toll Number: 1-800-406-7325

International: 1-303-590-3030

PASSCODE: 4373677#

The conference call will be available on webcast live and available for replay at: www.chinacablecom.net.

About China Cablecom Holdings

China Cablecom is a joint-venture provider of cable television services in the People's Republic of China, operating in partnership with a local state-owned enterprise ("SOE") authorized by the PRC government to control the distribution of cable TV services through the deployment of analog and digital cable services. China Cablecom has consummated the acquisition of a 55 percent economic interest in a cable network in Hubei province with paying subscribers exceeding 1,200,000. The Company originally acquired operating rights of the Binzhou Broadcasting network in Binzhou, Shandong Province in September 2007 by entering into a series of asset purchase and services agreements with a company organized by SOEs, owned directly or indirectly by local branches of State Administration of Radio, Film and Television in five different municipalities to serve as a holding company of the relevant businesses. China Cablecom now operates 28 cable networks with over 1.7 million paying subscribers. China Cablecom's strategy is to replicate the acquisitions by operating partnership models in other municipalities and provinces in the PRC and then introducing operating efficiencies and increasing service offerings in the networks in which it operates.

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Safe Harbor Statement

The matters discussed in this press release contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this presentation and in the Company's other written and oral reports are based on current Company expectations and are subject to risks and uncertainties, which could cause actual results to differ materially. Any forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and liquidity, and developments in the industry may differ materially from those made in or suggested by the forward-looking statements contained herein. These forward-looking statements are subject to numerous risks, uncertainties and assumptions. The forward-looking statements herein speak only as of the date stated herein and might not occur in light of these risks, uncertainties, and assumptions. China Cablecom Holdings undertakes no obligation and disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You should carefully consider these factors as well as the additional risk factors outlined in the filings that China Cablecom Holdings makes with the U.S. Securities and Exchange Commission, including the Annual Report on Form 20-F filed with respect to the year ended December 31, 2009.

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CHINA CABLECOM HOLDINGS LIMITED

Unaudited Consolidated Balance Sheets

	June 30, 2010			December 31, 2009
	(unaudited)			(audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	24,741,970		$	23,938,460
Accounts receivable		1,416,775			1,973,333
Prepaid expenses and advances		9,272,660			9,222,547
Inventories		8,223,774			6,033,914
Total Current Assets		43,655,179			41,168,254
Property, Plant & Equipment, net		92,113,229			89,329,880
Construction In Progress		6,137,716			3,967,552
Intangible assets, net		33,638,841			35,042,708
Goodwill		19,275,561			19,275,561
Other Assets:
Deferred financing costs, net		1,816,990			1,987,215
Total Assets	$	196,637,516		$	190,771,170
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	21,683,311		$	17,504,073
Service performance obligation – deferred revenue		6,914,980			3,069,899
Other current liabilities		11,293,561			9,374,749
Note payable – noncontrolling interest		24,112,196			27,626,772
Total Current Liabilities		64,004,048			57,575,493
Long Term Liabilities:
Senior secured notes, net of discount		9,207,887			7,973,096
Secured notes, net of discount		16,159,034			17,062,563
Unsecured notes, net of discount		5,134,795			5,134,795
Note payable – noncontrolling interest, net of current portion		57,191,241			64,347,852
Total Liabilities		151,697,005			152,093,799
EQUITY
Series A convertible preferred shares, $.0005 par value; 70,000,000 authorized shares, 59,621,981 shares issued and outstanding (December 31, 2009 62,161,965 shares issued)		29,811			31,081
Series B convertible preferred shares, $.0005 par value; 25,000,000 authorized shares, 19,791,825 shares issued and outstanding (December 31, 2009 23,158,080 shares issued)		9,896			11,579
Ordinary shares, $.0015 par value; 51,666,667 authorized shares, 7,256,883 shares issued and outstanding (December 31, 2009 4,688,151shares issued)		10,886			7,033
Additional paid-in capital		112,084,017			109,452,870
Statutory reserves		141,582			141,582
Accumulated deficit		(77,817,812	)		(73,111,896	)
Accumulated other comprehensive income		568,224			595,396
Shareholders’ equity		35,026,604			37,127,645
Non-controlling interest		9,913,907			1,549,726
Total equity		44,940,511			38,677,371
Total liabilities and shareholders’ equity	$	196,637,516		$	190,771,170

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CHINA CABLECOM HOLDINGS LIMITED

Unaudited Consolidated Statements of Operations

(in US dollars, except share data)

	Quarter ended June 30,						Six months ended June 30,
	2010			2009			2010			2009
Revenue	$	13,975,915		$	10,722,168		$	27,400,563		$	20,681,013
Cost of sales		8,804,244			6,608,915			17,281,563			13,025,441
Gross profit		5,171,671			4,113,253			10,119,000			7,655,572
Operating expenses
General and administrative expenses		5,735,650			4,689,379			11,381,502			10,515,740
Loss from operations		(563,979	)		(576,126	)		(1,262,502	)		(2,860,168	)
Other income (expense)
Interest income		44,195			38,373			78,743			82,847
Other income		429,519			241,644			595,343			453,257
Interest expense		(1,092,935	)		(3,488,622	)		(2,060,882	)		(6,780,875	)
		(619,222	)		(3,208,605	)		(1,386,796	)		(6,244,771	)
Loss before income taxes		(1,183,201	)		(3,784,731	)		(2,649,298	)		(9,104,939	)
Income taxes		(635,999	)		(144,026	)		(1,116,652	)		(254,512	)
Loss from operations before noncontrolling (“minority”) interest		(1,819,199	)		(3,928,757	)		(3,765,950	)		(9,359,451	)
Noncontrolling (“minority”) interest in income		(532,961	)		(474,651	)		(939,966	)		(592,525	)
Net loss		(2,352,160	)		(4,403,408	)		(4,705,916	)		(9,951,976	)
Loss per common share:
- Basic and fully diluted	$	(0.39	)	$	(1.37	)	$	(0.87	)	$	(3.09	)
Weighted average shares
- Basic and fully diluted		5,957,866			3,225,710			5,424,637			3,225,710

Reconciliation of Non-U.S. GAAP Measures

This release contains discussion of China Cablecom's revenues, as well as EBITDA. Although EBITDA is not a measure of financial condition or performance determined in accordance with U.S. GAAP, China Cablecom uses EBITDA to value businesses it acquires or anticipates acquiring. EBITDA is not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies unless the definition is the same.

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Below is a table reconciling certain non- U.S. GAAP financial measures appearing elsewhere herein relating to China Cablecom to the most closely analogous U.S. GAAP measures:

	3Monthended			6Monthended
	30-Jun-10			30-Jun-10
Net loss attribute to ordinary share holders		(2,352,160	)		(4,705,915	)
Amortization		787,517			1,574,092
Depreciation		2,825,017			5,596,407
Interest income		(27,181	)		(49,479	)
Interest & Finance		1,020,967			1,954,096
Stock based compensation to employee		414,580			841,095
Stock based compensation to service provider		326,250			326,250
Income tax		361,007			629,750
Non-GAAP income (EBITDA)		3,355,997			6,166,296
Reconciliation to operating matrics
Binzhou Broadcasting EBITDA - 60% share		1,372,856			2,464,017
Hubei Chutian EBITDA - 55% share		2,589,652			5,077,499
Corporate overhead		(606,511	)		(1,375,220	)
		3,355,997			6,166,296

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