SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* OEP CHME Holdings, LLC (Last) (First) (Middle) C/O ONE EQUITY PARTNERS 320 PARK AVENUE, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/29/2010	3. Issuer Name and Ticker or Trading Symbol CHINA MEDICINE CORP [ CHME ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	4,000,000	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Redeemable Convertible Preferred Stock	(2)	(2)	Common Stock	19,200,000(3)	$3(4)	D(1)

1. Name and Address of Reporting Person* OEP CHME Holdings, LLC (Last) (First) (Middle) C/O ONE EQUITY PARTNERS 320 PARK AVENUE, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* One Equity Partners III, L.P. (Last) (First) (Middle) 320 PARK AVENUE, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OEP General Partner III, L.P. (Last) (First) (Middle) 320 PARK AVENUE, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OEP HOLDING CORP (Last) (First) (Middle) 320 PARK AVENUE, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are held directly by OEP CHME Holdings, LLC, a Delaware limited liability company ("OEP"). The managing member of OEP is One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP III"), of which the sole general partner is OEP General Partner III, L.P., a Cayman Islands limited partnership ("OEP GP II"), of which the sole general partner is OEP Holding Corporation, a Delaware corporation ("OEP Holding"), of which the sole stockholder is Bank One Investment Corporation, a Delaware corporation ("BOI"), of which the sole stockholder is JPMorgan Capital Corporation, a Delaware corporation ("JPM CC"), of which the sole stockholder is Banc One Financial LLC, a Delaware limited liability company ("BOF LLC"), of which the sole member is JPMorgan Chase & Co., a Delaware corporation. The Reporting Persons are OEP, OEP III, OEP GP III and OEP Holding.

2. The Redeemable Convertible Preferred Stock are convertible at any time, at the holder's election subject to the terms and conditions of (a) the Stock Subscription Agreement, dated as of December 31, 2009, among China Medicine Corporation, Mr. Yang Senshan and OEP CHME Holdings, LLC and (b) the China Medicine Corporation Certificate of Designation, Rights and Preferences, Redeemable Convertible Preferred Stock, dated as of December 31, 2009 (the "Certificate of Designation"). There is no expiration date on the conversion of the Redeemable Convertible Preferred Stock.

3. OEP CHME Holdings, LLC is the direct owner of 1,920,000 shares of Redeemable Convertible Preferred Stock. Each share of Redeemable Convertible Preferred Stock is convertible into 10 shares of Common Stock based on the Conversion Price (as defined below) as of January 29, 2010.

4. Shares of Redeemable Convertible Preferred Stock are convertible into such number of shares of Common Stock as is determined by dividing US$30.00 by the Conversion Price in effect at the time of conversion. The initial "Conversion Price" is US$3.00, and such Conversion Price is subject to customary anti-dilution adjustments as set forth in the Certificate of Designation.

Remarks:

Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

	/s/ Bradley J. Coppens, Vice-President of OEP Holding Corporation, general partner of OEP General Partner III L.P., general partner of One Equity Partners III, L.P., manager of OEP CHME Holdings, LLC	01/29/2010
	** Signature of Reporting Person	Date
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