-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A4jGdFtwrcWbIAS4cQip7QJTigzR9uS5bXmAULMe74MJy2ikCdtBO7ouqIChAHUc kywS0SweCCGUjOZqjLq2mA== 0001193125-08-211841.txt : 20081017 0001193125-08-211841.hdr.sgml : 20081017 20081017060221 ACCESSION NUMBER: 0001193125-08-211841 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081017 DATE AS OF CHANGE: 20081017 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-83729 FILM NUMBER: 081128305 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 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 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.             )*

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

Flat/Room 808

ICBC Tower

3 Garden Road

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)

October 17th, 2008

 

(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.  ¨

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)  ¨

(b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS (SEE Instructions)

 

WC

   
  5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Hong Kong, China

   

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  7.    SOLE VOTING POWER

 

7,263,176*

 

  8.    SHARED VOTING POWER

 

0

 

  9.    SOLE DISPOSITIVE POWER

 

7,263,176*

 

10.    SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,263,176*

   
12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE Instructions)

 

  ¨
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.37%*

   
14.  

TYPE OF REPORTING PERSON (SEE Instructions)

 

CO

   


* Number of shares is number of Ordinary Shares. Fosun Industrial Co., Limited (“Fosun Industrial”) holds 1,815,794 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 December 31, 2007 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.


Item 1. Security and Issuer

This Schedule 13D relates to Ordinary Shares, par value $0.001 per ordinary share (the “Ordinary Shares”), and American Depositary Shares, as evidenced by American Depositary Receipts, each representing four Ordinary Shares (the “ADSs”) of Tongjitang Chinese Medicines Company (the “Issuer”), incorporated under the laws of the Cayman Islands. The ADSs are listed on the New York Stock Exchange under the symbol “TCM.” The principal executive offices of the Issuer are located at 5th Floor, Block B, Baiying Medical Device Park, Nanhai Avenue South, Nanshan District, Shenzhen, Guangdong Province 518067, People’s Republic of China.

 

Item 2. Identity and Background

(a) – (c), (f). This Schedule 13D is filed by Fosun Industrial Co., Limited (“Fosun Industrial”), a corporation organized under the laws of Hong Kong, China. The principal business address for Fosun Industrial is Flat/Room 808, ICBC Tower, 3 Garden Road, Hong Kong, China. Fosun Industrial is principally engaged in selling and providing consulting services for Chinese and Western medicines, diagnostic reagents and medical devices, as well as in an import and export business. Fosun Industrial is a wholly owned subsidiary of Shanghai Fosun Pharma R&D Co. Ltd. (“Fosun Pharma R&D”). Fosun Pharma R&D is a wholly owned subsidiary of Shanghai Fosun Pharmaceutical Group Co. Ltd (“Fosun Pharma”), which in turn is a subsidiary of Fosun International Limited (“Fosun International”). Fosun International is a subsidiary of Fosun Holdings Limited (“Fosun Holdings”), which in turn is a subsidiary of Fosun International Holdings Ltd. (“Fosun International Holdings”). Fosun International Holdings is controlled by Guo Guangchang. The place of organization, principal business address and principal business of Fosun Pharma R&D, Fosun Pharma, Fosun International, Fosun Holdings and Fosun International Holdings is set forth in Exhibit 99.1, which is attached hereto and incorporated by reference. The name, business address, present principal employment and citizenship of Mr. Guangchang and each director and executive officer of Fosun Industrial is set forth in Exhibit 99.1.

(d) – (e). During the last five years, neither Fosun Industrial nor any person named in Exhibit 99.1 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

Fosun Industrial purchased the ADSs that are the subject of this statement with its working capital.

 

Item 4. Purpose of Transaction

Fosun Industrial acquired the ADSs that are the subject of this Schedule 13D for investment purposes. Fosun Industrial will continue to evaluate its ownership and voting position in the Issuer and may consider and pursue the following future courses of action, among others: (i) continuing to hold the ADSs for investment; (ii) acquiring additional ADSs or Ordinary Shares in the open market or in privately negotiated transactions; or (iii) disposing of all or a portion of the ADSs in open market sales or in privately negotiated transactions. Fosun Industrial’s future actions with regard to this investment will be dependent upon its review and evaluation of numerous factors, including the price levels of the Issuer’s ADSs and Ordinary Shares; the Issuer’s business, financial condition, operating results and prospects; general market and economic conditions; and the relative attractiveness of alternative business and investment opportunities. Consistent with its investment purpose, Fosun Industrial or its representatives may engage in communications with other shareholders of the Issuer and members of the Issuer’s management and board of directors with regard to the business operations of the Issuer and strategies for enhancing shareholder value.

Except as set forth above, Fosun Industrial has no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Fosun Industrial reserves the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified in the previous sentence.


Item 5. Interest in Securities of the Issuer

(a) See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Ordinary Shares underlying the ADSs that are beneficially owned by Fosun Industrial as of October 16th, 2008.

(b) See Items 7 through 10 of the cover pages to this Schedule 13D for the number and percentage of Ordinary Shares underlying the ADSs beneficially owned by Fosun Industrial as of October 16th, 2008 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) During the past 60 days, Fosun Industrial purchased a total of 1,815,794 ADSs for cash in open market transactions on the dates and at the weighted average prices per ADS set forth on Exhibit 99.2, 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 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Neither Fosun Industrial nor, to Fosun Industrial’s knowledge, any person named in Exhibit 99.1 is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including the transfer or voting of any Issuer securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7. Material to Be Filed as Exhibits

 

Exhibit No.

  

Description

99.1    List of directors and executive officers of Fosun Industrial and information regarding persons controlling Fosun Industrial.
99.2    Information regarding purchases of Tongjitang ADSs by Fosun Industrial during the past 60 days.


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: October 17th, 2008

 

FOSUN INDUSTRIAL CO., LIMITED
By:   /S/    WANG QUNBIN
 

Wang Qunbin

Chairman of the Board of Directors

EX-99.1 2 dex991.htm LIST OF DIRECTORS AND EXECUTIVE OFFICERS List of Directors and Executive Officers

EXHIBIT 99.1

DIRECTORS AND EXECUTIVE OFFICERS OF FOSUN INDUSTRIAL CO., LIMITED

AND

PERSONS CONTROLLING FOSUN INDUSTRIAL CO. LIMITED

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun Industrial is set forth below.

Fosun Industrial

 

Name

  

Business Address

  

Present Principal Employment

  

Citizenship

Wang Qunbin    Flat/Room 808, ICBC Tower, 3 Garden Road, Hong Kong, China    Chairman of the Board of Directors of Fosun Industrial    China
Chen Qiyu   

Flat/Room 808, ICBC Tower,

3 Garden Road, Hong Kong, China

   Director of Fosun Industrial    China
Zhang Guozheng   

Flat/Room 808, ICBC Tower,

3 Garden Road, Hong Kong, China

   Director of Fosun Industrial    China

Fosun Industrial is a wholly owned subsidiary of Fosun Pharma R&D, a corporation organized under the laws of P.R. China, with its principal business address at No. 2 East Fuxing Road, Shanghai, China. Fosun Pharma R&D is principally engaged in Biomedical and Diagnostic reagent “four-tech” service and industrial investment.

Fosun Pharma R&D is a wholly owned subsidiary of Fosun Pharma, which in turn is a subsidiary of Fosun International. Fosun International is a subsidiary of Fosun Holdings, which in turn is a subsidiary of Fosun International Holdings. Fosun International Holdings is controlled by Guo Guangchang.

Fosun Pharma is a corporation organized under the laws of P.R. China with its principal business address at No. 2 East Fuxing Road, Shanghai, China. Fosun Pharma is principally engaged in Bio-chemical products, reagents, biological “four-tech” service, manufacture and sale of self-developed products, medical devices, instruments and apparatuses, electronic products, computer, chemical raw materials (except dangerous products), consulting service, exportation business on self-produced products and their related technologies, and importation business on any required materials, equipments, instruments and apparatuses, accessories and technologies, related with self-produced products.

Fosun International is a corporation organized under the laws of Hong Kong, China with its principal business address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. Fosun International is principally engaged in businesses including pharmaceuticals, property development, steel, mining, investment in retail and financial services, and strategic investments.

Fosun Holdings is a corporation organized under the laws of Hong Kong, China with its principal business address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. Fosun Holdings is principally engaged in investment holding.

Fosun International Holdings is a corporation organized under the laws of British Virgin Islands with its principal business address at Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands. Fosun International Holdings is principally engaged in investment holding.

Guo Guangchang’s principal business address is No. 2 East Fuxing Road, Shanghai, China. He is a citizen of China. His present principal employment includes Executive Director, Chairman of the Board and Chief Executive Officer of Fosun International Limited, Director of both Nanjing Iron & Steel United Co., Ltd. and Fosun Pharma, Chairman of the Board and Executive Director of Shanghai Forte Land Co., Ltd.

EX-99.2 3 dex992.htm INFORMATION REGARDING PURCHASES Information regarding purchases

EXHIBIT 99.2

PURCHASES BY FOSUN INDUSTRIAL OF TONGJITANG ADSs DURING PAST 60 DAYS

 

Trade Date   Number of ADSs   Number of Underlying
Ordinary Shares
  Price Per ADS (excluding
commissions) (US$)
2008-8-21     60,000   240,000   3.5990
2008-9-16     42,000   168,000   2.9703
2008-9-17     42,400   169,600   2.9161
2008-9-23     19,200     76,800   3.0471
2008-9-24     40,000   160,000   3.0320
2008-9-25     50,000   200,000   3.0000
2008-10-2     28,819   115,276   2.3969
2008-10-3     28,600   114,400   2.3800
2008-10-6     32,600   130,400   1.9961
2008-10-7     43,400   173,600   2.1863
2008-10-8       3,600     14,400   2.0722
2008-10-9     45,166   180,664   2.2640
2008-10-10   59,408   237,632   2.1858
2008-10-13   38,514   154,056   2.2079
2008-10-14   68,582   274,328   2.5703
2008-10-15   16,454     65,816   2.8363
-----END PRIVACY-ENHANCED MESSAGE-----