0001104659-09-006964.txt : 20090206 0001104659-09-006964.hdr.sgml : 20090206 20090206060123 ACCESSION NUMBER: 0001104659-09-006964 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090206 DATE AS OF CHANGE: 20090206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TONGJITANG CHINESE MEDICINES CO CENTRAL INDEX KEY: 0001386608 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83729 FILM NUMBER: 09574587 BUSINESS ADDRESS: STREET 1: 5/F BLK B, BAIYING MEDICAL DEVICE PARK STREET 2: NANHAI AVENUE SOUTH, NANSHAN DISTRICT CITY: SHENZHEN, GUANGDONG STATE: F4 ZIP: 518067 BUSINESS PHONE: (86-755) 2667-0969 MAIL ADDRESS: STREET 1: 5/F BLK B, BAIYING MEDICAL DEVICE PARK STREET 2: NANHAI AVENUE SOUTH, NANSHAN DISTRICT CITY: SHENZHEN, GUANGDONG STATE: F4 ZIP: 518067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fosun Industrial Co., Ltd CENTRAL INDEX KEY: 0001448032 IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: FLAT/ROOM 808 STREET 2: ICBC TOWER, 3 GARDEN ROAD CITY: HONG KONG STATE: F4 ZIP: 00000 BUSINESS PHONE: 021-63321633 MAIL ADDRESS: STREET 1: FLAT/ROOM 808 STREET 2: ICBC TOWER, 3 GARDEN ROAD CITY: HONG KONG STATE: F4 ZIP: 00000 SC 13D/A 1 a09-4872_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

Tongjitang Chinese Medicines Company

(Name of Issuer)

Ordinary Shares, par value $0.001 per share

American Depositary Shares, evidenced by American Depositary Receipts, each representing four Ordinary Shares

(Title of Class of Securities)

G8918E106 (Ordinary Shares)

89025E103 (American Depositary Shares)

(CUSIP Number)

Jianguo Yang

Fosun Industrial Co., Limited

Level 28

Three Pacific Place

1 Queen’s Road East

Hong Kong

China

021-63321633

With a copy to:

David Vander Haar

Faegre & Benson LLP

2200 Wells Fargo Center

90 S. Seventh Street

Minneapolis, MN 55402

(612) 766-8705

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 4, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G8918E106 89025E103

	1	Name of Reporting Person Fosun Industrial Co., Limited

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) BK

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Hong Kong, China

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 19,860,112*

			8	Shared Voting Power 0

			9	Sole Dispositive Power 19,860,112*

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 19,860,112*

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 14.67%*

	14	Type of Reporting Person (See Instructions) CO

*Number of shares is number of Ordinary Shares. Fosun Industrial Co., Limited holds 4,965,028 American Depositary Shares (“ADSs”), each representing 4 Ordinary Shares. Percent of class is based on 135,349,722 Ordinary Shares reported as issued and outstanding at May 31, 2008 in the Issuer’s Form 20-F for the fiscal year ended December 31, 2007 filed with the Securities and Exchange Commission on June 30, 2008.

This Amendment No. 8 amends the Schedule 13D filed with the Securities and Exchange Commission on October 17, 2008 (the “Original 13D”) by Fosun Industrial Co., Limited (“Fosun Industrial”) with respect to Ordinary Shares and American Depositary Shares (each representing four Ordinary Shares) of Tongjitang Chinese Medicines Company (the “Issuer”), as previously amended by Amendment No. 1 to the Original 13D filed on October 31, 2008, by Amendment No. 2 to the Original 13D filed on November 18, 2008, by Amendment No. 3 to the Original 13D filed on December 10, 2008, by Amendment No. 4 to the Original 13D filed on December 19, 2008, by Amendment No. 5 to the Original 13D filed on December 31, 2008, by Amendment No. 6 to the Original 13D filed on January 5, 2009 and by Amendment No. 7 to the Original 13D filed on January 28, 2009. Unless otherwise stated herein, the Original 13D as previously amended remains in full force and effect. Terms used therein and not defined herein have the meanings ascribed thereto in the Original 13D.

Item 3.	Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented as follows:
The aggregate purchase price of the ADSs purchased by Fosun Industrial since the filing of Amendment No. 7 to the Original 13D as described in Item 5(c) below was funded through a borrowing by Fosun Industrial under a revolving loan facility established with Bank of Communications Co., Ltd., Hong Kong Branch (“Bank of Communications”) pursuant to a General Agreement for Banking Facilities dated August 5, 2008 between Fosun Industrial and Bank of Communications.

Item 5.	Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
(a) See Items 11 and 13 of the cover pages to this Schedule 13D, Amendment No. 8 for the aggregate number and percentage of Ordinary Shares underlying the ADSs that are beneficially owned by Fosun Industrial as of February 4, 2009. (b) See Items 7 through 10 of the cover pages to this Schedule 13D, Amendment No. 8 for the number and percentage of Ordinary Shares underlying the ADSs beneficially owned by Fosun Industrial as of February 4, 2009 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition. (c) Since the filing of Amendment No. 7 to the Original 13D, Fosun Industrial purchased a total of 505,950 ADSs, or 2,023,800 Ordinary Shares, for cash in open market transactions on the dates and at the weighted average prices per ADS set forth on Exhibit 99.3, which is attached hereto and incorporated herein by reference. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D. (e) Not applicable.

Item 7.	Material to be Filed as Exhibits
	Item 7 is hereby amended and restated in its entirety as follows:

Exhibit No.		Description
99.1		List of directors and executive officers of Fosun Industrial and information regarding persons controlling Fosun Industrial (incorporated herein by reference to Exhibit 99.1 to the Original 13D filed on October 17, 2008 by Fosun Industrial with the Commission).

99.2		General Agreement for Banking Facilities, dated August 5, 2008, between Fosun Industrial and Bank of Communications (incorporated by reference to Exhibit 99.2 to Amendment 3 to the Original 13D filed on December 10, 2008 by Fosun Industrial with the Commission)

99.3		Information regarding purchases of Tongjitang ADSs by Fosun Industrial since the filing of Amendment No. 7 to the Original 13D (filed herewith).

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 6, 2009


FOSUN INDUSTRIAL CO., LIMITED


By:	/s/ Wang Qunbin
Wang Qunbin
Chairman of the Board of Directors

EX-99.3 2 a09-4872_1ex99d3.htm EX-99.3

Exhibit 99.3

PURCHASES BY FOSUN INDUSTRIAL OF TONGJITANG ADSs

SINCE THE FILING OF AMENDMENT NO. 7 TO THE ORIGINAL 13D

Trade Date	Number of ADSs	Number of Underlying Ordinary Shares	Price Per ADS (excluding commissions) (US$)
2009-1-27	32,000	128,000	2.6000
2009-1-28	117,200	468,800	2.7085
2009-1-29	25,000	100,000	2.7997
2009-2-3	161,250	645,000	3.0119
2009-2-4	170,500	682,000	3.0407