Schedule 13D

0001193125-13-356406.txt : 20130904 0001193125-13-356406.hdr.sgml : 20130904 20130904104233 ACCESSION NUMBER: 0001193125-13-356406 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130904 DATE AS OF CHANGE: 20130904 GROUP MEMBERS: KING VIEW DEVELOPMENT INTERNATIONAL LTD GROUP MEMBERS: TB PARTNERS GP2, L.P. GROUP MEMBERS: TRUSTBRIDGE PARTNERS II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Simcere Pharmaceutical Group CENTRAL INDEX KEY: 0001384360 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: 005-83690 FILM NUMBER: 131076960 BUSINESS ADDRESS: STREET 1: NO. 699-18 XUAN WU AVENUE STREET 2: XUAN WU DISTRICT CITY: NANJING, JIANGSU PROVINCE STATE: F4 ZIP: 210042 BUSINESS PHONE: (86)-25-8556-6666 MAIL ADDRESS: STREET 1: NO. 699-18 XUAN WU AVENUE STREET 2: XUAN WU DISTRICT CITY: NANJING, JIANGSU PROVINCE STATE: F4 ZIP: 210042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TB Partners GP LTD CENTRAL INDEX KEY: 0001436081 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2701B, AZIA CENTER STREET 2: 1233 LUJIAZUI RING ROAD CITY: SHANGHAI STATE: F4 ZIP: 200120 BUSINESS PHONE: 8621-5877-5990 MAIL ADDRESS: STREET 1: 2701B, AZIA CENTER STREET 2: 1233 LUJIAZUI RING ROAD CITY: SHANGHAI STATE: F4 ZIP: 200120 SC 13D 1 d593377dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Simcere Pharmaceutical Group

(Name of Issuer)

Ordinary Shares, par value US$0.01 per share

(Title of Class of Securities)

82859P 104¹

(CUSIP Number)

David Lin

TB Partners GP Limited

2001, Agricultural Bank of China Tower,

50 Connaught Road Central,

Central, Hong Kong

+852 3727 0300

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

August 28, 2013

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

¹	This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Ordinary Shares.

13D


CUSIP No. 82859P 104		2 / 13


1.	Names of reporting persons King View Development International Limited
2.	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.	SEC use only
4.	Source of funds AF
5.	Check box if disclosure of legal proceedings is required pursuant to Item 2(e) or 2(f) ¨
6.	Citizenship or place of organization British Virgin Islands
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 0
		8.	Shared voting power 0
		9.	Sole dispositive power 0
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 11,820,000 (See Items 2, 3, 4 and 5) ⁽¹⁾
12.	Check box if the aggregate amount in Row (11) excludes certain shares ¨
13.	Percent of class represented by amount in Row (11) 10.6%⁽²⁾
14.	Type of reporting person CO

⁽¹⁾

Shares are held by King View Development International Limited, a British Virgin Islands company and a wholly owned subsidiary of Trustbridge Partners II, L.P., a limited partnership whose general partner is TB Partners GP2, L.P. The general partner of TB Partners GP2, L.P. is TB Partners GP Limited.

⁽²⁾	Based on a total of 111,672,266 Ordinary Share outstanding as of August 28, 2013, as provided by the Issuer, which included 9,727,116 restricted Ordinary Shares that had been granted by the Issuer under its 2006 Stock Incentive Plan and 2008 Stock Incentive Plan.

13D


CUSIP No. 82859P 104		3 / 13


1.	Names of reporting persons Trustbridge Partners II, L.P.
2.	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.	SEC use only
4.	Source of funds AF
5.	Check box if disclosure of legal proceedings is required pursuant to Item 2(e) or 2(f) ¨
6.	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 0
		8.	Shared voting power 0
		9.	Sole dispositive power 0
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 11,820,000 (See Items 2, 3, 4 and 5) ⁽¹⁾
12.	Check box if the aggregate amount in Row (11) excludes certain shares ¨
13.	Percent of class represented by amount in Row (11) 10.6%⁽²⁾
14.	Type of reporting person PN

⁽¹⁾

⁽²⁾	Based on a total of 111,672,266 Ordinary Share outstanding as of August 28, 2013, as provided by the Issuer, which included 9,727,116 restricted Ordinary Shares that had been granted by the Issuer under its 2006 Stock Incentive Plan and 2008 Stock Incentive Plan.

13D


CUSIP No. 82859P 104		4 / 13


1.	Names of reporting persons TB Partners GP2, L.P.
2.	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.	SEC use only
4.	Source of funds OO – See Item 3
5.	Check box if disclosure of legal proceedings is required pursuant to Item 2(e) or 2(f) ¨
6.	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 0
		8.	Shared voting power 0
		9.	Sole dispositive power 0
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 11,820,000 (See Items 2, 3, 4 and 5) ⁽¹⁾
12.	Check box if the aggregate amount in Row (11) excludes certain shares ¨
13.	Percent of class represented by amount in Row (11) 10.6%⁽²⁾
14.	Type of reporting person PN

⁽¹⁾

⁽²⁾	Based on a total of 111,672,266 Ordinary Share outstanding as of August 28, 2013, as provided by the Issuer, which included 9,727,116 restricted Ordinary Shares that had been granted by the Issuer under its 2006 Stock Incentive Plan and 2008 Stock Incentive Plan.

13D


CUSIP No. 82859P 104		5 / 13


1.	Names of reporting persons TB Partners GP Limited
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Source of funds OO – See Item 3
5.	Check box if disclosure of legal proceedings is required pursuant to Item 2(e) or 2(f) ¨
6.	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 11,820,000 (See Items 2, 3, 4 and 5) ⁽¹⁾
		8.	Shared voting power 0
		9.	Sole dispositive power 11,820,000 (See Items 2, 3, 4 and 5) ⁽¹⁾
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 11,820,000 (See Items 2, 3, 4 and 5) ⁽¹⁾
12.	Check box if the aggregate amount in Row (11) excludes certain shares ¨
13.	Percent of class represented by amount in Row (11) 10.6%⁽²⁾
14.	Type of reporting person CO

⁽¹⁾

⁽²⁾	Based on a total of 111,672,266 Ordinary Share outstanding as of August 28, 2013, as provided by the Issuer, which included 9,727,116 restricted Ordinary Shares that had been granted by the Issuer under its 2006 Stock Incentive Plan and 2008 Stock Incentive Plan.

13D


CUSIP No. 82859P 104				6 / 13


ITEM 1.		SECURITIES AND ISSUER

		This Schedule 13D relates to the Ordinary Shares, par value US$0.01 per share, of the Issuer (“Ordinary Shares”). The address of the Issuer’s principal executive office is No. 699-18 Xuan Wu Avenue, Xuan Wu District, Nanjing, Jiangsu Province 210042, The People’s Republic of China.

ITEM 2.		IDENTITY AND BACKGROUND

(a) – (c) and (f)		This Schedule 13D is filed jointly by (a) King View Development International Limited, a company incorporated under the laws of the British Virgin Islands (“King View”), (b) Trustbridge Partners II, L.P, a limited liability partnership organized under the laws of the Cayman Islands (“Trustbridge Partners II”), (c) TB Partners GP2, L.P., a limited liability partnership incorporated under the laws of the Cayman Islands (“TB Partners GP2”), and (d) TB Partners GP Limited, a company incorporated under the laws of the Cayman Islands (“TB Partners GP”, together with King View, Trustbridge Partners II and TB Partners GP2, the “Reporting Persons”), pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Exchange Act. The Reporting Persons are making this single, joint filing by reason of their relationships described below and because they may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) of the Exchange Act by reason of the agreements described in Item 4 below. Trustbridge Partners II holds all the equity interests in and has the right to appoint and remove all the directors of King View, which directly holds 11,820,000 Ordinary Shares, or approximately 10.6% of the outstanding Ordinary Shares of the Issuer, based on a total of 111,672,266 outstanding Ordinary Shares as of August 28, 2013, as provided by the Issuer (which included 9,727,116 restricted Ordinary Shares that had been granted and issued under the 2006 Stock Incentive Plan and the 2008 Stock Incentive Plan as of such date). Pursuant to Rule 13d-3 under the Exchange Act, Trustbridge Partners II may be deemed to be the beneficial owner of the Ordinary Shares owned by King View. TB Partners GP2 is the general partner of Trustbridge Partners II and pursuant to Rule 13d-3 under the Exchange Act, TB Partners GP2 may be deemed to be the beneficial owner of the Ordinary Shares beneficially owned by Trustbridge Partners II. TB Partners GP is the general partner of TB Partners GP2. Due to the relationships among the Reporting Persons described above and the agreements described in Item 4 below, the Reporting Persons may be deemed to beneficially own the aggregate of 11,820,000 Ordinary Shares held by King View, which constitute approximately 10.6% of the outstanding Ordinary Shares of the Issuer, based on a total of 111,672,266 outstanding Ordinary Shares as of August 28, 2013, as provided by the Issuer (which included 9,727,116 restricted Ordinary Shares that had been granted under the 2006 Stock Incentive Plan and the 2008 Stock Incentive Plan as of such date). The principal business of each of the Reporting Persons is making investments in public and private companies. The address of the principal offices of each of the Reporting Persons is Suite 2001, Agricultural Bank of China Tower, 50 Connaught Road Central, Central, Hong Kong. The name, principal occupation, business address, and citizenship of each director and executive officer of King View and TB Partners Limited are listed in Schedule I hereto.

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		By reason of the agreements described in Item 4 below, the Reporting Persons may also be deemed to (i) be a “group” with (a) Mr. Jinsheng Ren (“Mr. Ren”) and his affiliate, New Good Management Limited (“NGM”), which together hold 44,054,978 Ordinary Shares, (b) Mr. Hongquan Liu (“Mr. Liu”), who directly holds 2,072,018 Ordinary Shares, (c) Assure Ahead Investments Limited (“Assure”) and Right Lane Limited (collectively as “Assure and Right Lane Limited”), which together hold 19,777,386 Ordinary Shares of the Issuer, and (c) Fosun Industrial Co., Limited (“Fosun”), a corporation organized under the laws of Hong Kong, which directly holds 8,898,088 Ordinary Shares of the Issuer, and (ii) beneficially own the 44,054,978 Ordinary Shares held by Mr. Ren and his affiliate, NGM, 2,072,018 Ordinary Shares held by Mr. Liu, 19,777,386 Ordinary Shares held by Assure and Right Lane Limited, and 8,898,088 Ordinary Shares held by Fosun. The Reporting Persons, Mr. Ren, NGM, Mr. Liu, Assure and Right Lane Limited, Fosun collectively own 86,622,470 Ordinary Shares, which represents approximately 77.6% of the outstanding Ordinary Shares of the Issuer, based on a total of 111,672,266 outstanding Ordinary Shares as of August 28, 2013, as provided by the Issuer (which included 9,727,116 restricted Ordinary Shares that had been granted under the 2006 Stock Incentive Plan and the 2008 Stock Incentive Plan as of such date). However, each Reporting Person expressly disclaims beneficial ownership of any Ordinary Shares held by Mr. Ren, NGM, Mr. Liu, Assure and Right Lane Limited and Fosun, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) of the Exchange Act) with Mr. Ren, NGM, Mr. Liu, Assure and Right Lane Limited and Fosun, and this Schedule 13D shall not be construed as acknowledging that any of the Reporting Persons beneficially owns any Ordinary Shares of the Issuer beneficially owned by Mr. Ren, NGM, Mr. Liu, Assure and Right Lane Limited or Fosun or any other person or is a member of a group with Mr. Ren, NGM, Mr. Liu, Assure and Right Lane Limited or Fosun or any other person. The Reporting Persons are only responsible for the information contained in this Schedule 13D and assume no responsibility for information contained in any other Schedules 13D filed by Mr. Ren, NGM, Mr. Liu, Assure and Right Lane Limited or Fosun. Assure is wholly owned by Hony Capital II, L.P., a limited partnership organized under the laws of the Cayman Islands. Hony Capital II GP Ltd., a company incorporated under the laws of the Cayman Islands, is the general partner of Hony Capital II, L.P. Hony Capital II GP Ltd. is wholly owned by Right Lane Limited. The foregoing information in this paragraph is based on the Schedule 13D relating to the Issuer jointly filed by Assure, Hony Capital II, L.P., Hony Capital II GP Ltd. and Right Lane Limited on August 28, 2013. The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit 7.01.
(d) – (e)		During the five years preceding the date of this filing, none of the Reporting Persons (or, to the knowledge of each of the Reporting Persons, any of the other persons listed on Schedule I hereto) has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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

		The information set forth in or incorporated by reference in Items 2, 4 and 5 of this statement is incorporated by reference in its entirety into this Item 3. The Reporting Persons may be deemed to beneficially own the Ordinary Shares directly held by Mr. Ren, NGM, Mr. Liu, Assure and Right Lane Limited and Fosun by reasons of their relationships and the agreements described in in Item 2 and Item 4. No Ordinary Shares were purchased by the Reporting Persons and thus no funds were used by any of the Reporting Persons for such purpose.

ITEM 4		PURPOSE OF TRANSACTION

		The Ordinary Shares currently owned by the Reporting Persons were acquired for investment purposes.

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Merger Agreement

On August 28, 2013, the Issuer entered into an agreement and plan of merger (the “Merger Agreement”) with Simcere Holding Limited (“Parent”), an exempted company with limited liability incorporated under the laws of the Cayman Islands, and Simcere Acquisition Limited (“Merger Sub”), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent.

The Merger Agreement provides for the merger of Merger Sub with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). At the effective time of the Merger, the outstanding Ordinary Shares and American Depositary Shares (each representing two Ordinary Shares, “ADSs”) will cease to be outstanding and will be cancelled, and each Ordinary Share (excluding the Rollover Shares (as defined below), Ordinary Shares or ADSs held in the Issuer’s treasury, any Ordinary Shares or ADSs held by a shareholder of the Issuer who is entitled to and properly exercises appraisal rights under the applicable law of the Cayman Islands) will be converted into the right to receive cash consideration, without interest, equal to $4.83 per Ordinary Share (or $9.66 per ADS) (the “Per Ordinary Share Merger Consideration” or the “Per ADS Merger Consideration”, as applicable).

The Merger Agreement contains customary representations, warranties and covenants for a transaction of this type. The Merger Agreement also contains customary covenants, including covenants providing for each of the parties (i) to use reasonable best efforts to cause the transactions to be consummated and (ii) to call and hold an extraordinary shareholders’ meeting of the Issuer for purposes of voting and approving the Merger Agreement and recommend adoption of the Merger Agreement, subject to applicable fiduciary duties. The Merger Agreement also requires the Issuer to conduct its operations in all material respects according to the ordinary course of business consistent with past practice during the period between the execution of the Merger Agreement and the closing of the Merger. The Issuer is subject to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to and engage in discussions with third parties regarding alternative acquisition proposals, subject to certain exceptions in certain circumstances prior to the approval of the Merger Agreement by the shareholders of the Issuer.

The financing for the Merger and other transactions contemplated by the Merger Agreement will be obtained pursuant to the Contribution Agreement and the Debt Commitment Letter (each as described below).

The consummation of the Merger is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the approval of the Merger Agreement by holders of Ordinary Shares representing two-thirds or more of the Ordinary Shares present and voting at an extraordinary shareholders’ meeting of the Issuer convened for purposes of voting on and approving the Merger Agreement. The Merger Agreement may be terminated by the Issuer or Parent under certain circumstances.

If the transactions contemplated by the Merger Agreement are consummated, the Ordinary Shares and the ADSs will be delisted from the New York Stock Exchange and deregistered under the Act.

Upon consummation of the Merger, the directors of Merger Sub at the effective time of the Merger and the officers of the Issuer at the effective time of the Merger shall in each case be the directors and officers of the surviving corporation, unless otherwise determined by Parent prior to the effective time, until their respective successors are duly elected or appointed and qualified or their death, resignation or removal in accordance with the articles of incorporation and by-laws of the surviving corporation.

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Contribution Agreement

In connection with the transactions contemplated by the Merger Agreement, on August 28, 2013, Mr. Ren, NGM, Mr. Liu, Assure, Right Lane Limited, King View and Fosun (collectively, the “Rollover Shareholders”) and Parent entered into a contribution agreement (the “Contribution Agreement”), pursuant to which, at the closing of the Merger, the Ordinary Shares (including the Ordinary Shares represented by ADSs) owned by such Rollover Shareholder as set forth in the Contribution Agreement (the “Rollover Shares”) will be cancelled pursuant to the Merger Agreement. Immediately prior to the closing of the Merger, each Rollover Shareholder shall subscribe, or shall cause its affiliate to subscribe, and Parent shall issue to such Rollover Shareholder or its affiliate, as the case may be, for consideration of $0.0001 per share in cash, the number of ordinary shares of Parent set forth in the Contribution Agreement. Parent further agreed to issue to Mr. Ren and Mr. Liu such number of ordinary shares of Parent, on such terms and conditions and subject to such limitations on dividends and transfers and vesting schedules, as the restricted Ordinary Shares of Mr. Ren and Mr. Liu included in the Rollover Shares.

Each Rollover Shareholder further agreed to, with respect to the Rollover Shares beneficially owned by such Rollover Shareholder, to vote, (i) in favor of the approval of the Merger Agreement and other actions contemplated by the Merger Agreement and any actions required in furtherance thereof, (ii) in favor of any matters necessary for the consummation of the transactions contemplated by the Merger Agreement, (iii) against the approval of any alternative acquisition proposal or the approval of any other action contemplated by an alternative acquisition proposal, (iv) against any action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interface with, delay or postpone, discourage or adversely affect the transaction contemplated by the Merger Agreement and (v) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Issuer contained in the Merger Agreement, or of any Rollover Shareholder contained in the Contribution Agreement. Subject to applicable laws, each Rollover Shareholder irrevocably appoints Parent as its proxy and attorney-in-fact in connection with the voting of the Rollover Shares beneficially owned by such Rollover Shareholder.

In addition, from the date of the Contribution Agreement until its termination, the Rollover Shareholders will not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise) or transfer, or enter into any contract, option or other arrangement or understanding to sell or transfer, any Rollover Shares or any right, title or interest thereto or therein (including by operation of law), including, without limitation, through any derivative transaction that involves any Rollover Shares and (x) has, or would reasonably be expected to have, the effect of reducing or limiting such Rollover Shareholder’s economic interest in such Rollover Shares and/or (y) grants a third party the right to vote or direct the voting of such Rollover Shares, (iii) deposit any Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than the Contribution Agreement) with respect to any Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in the Contribution Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under the Contribution Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv).

The Contribution Agreement will terminate immediately upon termination of the Merger Agreement.

Limited Guaranty

In connection with the transactions contemplated by the Merger Agreement, on August 28, 2013, King View entered into a limited guaranty (the “Limited Guaranty”), with the Issuer, pursuant to which King View irrevocably and unconditionally guaranteed, subject to certain conditions, Parent’s termination fee and certain reimbursement and indemnification obligations of Parent, each under the Merger Agreement. In addition, King View’s payment obligation under the Limited Guaranty will not exceed 10.58% of Parent’s termination fee and certain reimbursement and indemnification obligations. The Limited Guaranty will terminate until the earliest of (i) all of the guaranteed obligations contemplated under the Limited Guaranty have been fully performed, (ii) the effective time of the Merger, and (iii) the date falling ninety (90) days from the date of the termination of the Merger Agreement in accordance with its terms if the Company has not presented a bona fide written claim for payment of any guaranteed obligation contemplated under the Limited Guaranty to Premier Praise Limited by such date.

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		Concurrently with the execution of the Limited Guaranty, each of (i) NGM, (ii) Premier Praise Limited, which is wholly owned by Hony Capital Fund V, L.P., an affiliate of Hony Capital II and (iii) Fosun also entered into a limited guaranty with the Issuer, in substantially the same form as the Limited Guaranty, with respect to 56.45%, 25.00% and 7.97%, respectively, of Parent’s termination fee and certain reimbursement and indemnification obligations. Debt Commitment Letter In connection with the transactions contemplated by the Merger Agreement, China Merchants Bank, New York Branch and China Merchants Bank, Nanjing Branch (collectively, “CMB”) issued a debt commitment letter (the “Debt Commitment Letter”) dated August 26, 2013, which was acknowledged by Parent and pursuant to which CMB agreed to, subject to certain conditions, arrange and underwrite $85,000,000 in the aggregate of debt financing to Parent to consummate the Merger. The description of the Merger Agreement, the Contribution Agreement, the Limited Guaranty and the Debt Commitment Letter set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, the Contribution Agreement, the Limited Guaranty and the Debt Commitment Letter, which have been filed as Exhibits 7.02, 7.03, 7.04 and 7.05, respectively, and are incorporated herein by this reference. Except as indicated above, none of the Reporting Persons currently have any plans or proposals that relate to or would result in any other action specified in Item 4 of this Schedule 13D. The Reporting Persons reserve their right to change their plans and intentions in connection with any of the actions contemplated in the transactions described in Item 4, including, among others, the purchase price and the financing arrangement for the transactions contemplated under the Proposal Letter. Any action taken by the Reporting Persons may be effected at any time and from time to time, subject to any applicable limitations imposed by any applicable laws.

ITEM 5		INTEREST IN SECURITIES OF THE ISSUER

(a) – (b)		The information contained on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference. The 11,820,000 Ordinary Shares held by King View were initially acquired by King View in May 2008 for investment purposes in the ordinary course of its business.

(c)		Except as set forth in Items 3 and 4 above, none of the Reporting Persons has effected any transactions in the Ordinary Share of the Company during the 60 days preceding the filing of this Schedule 13D.

(d) – (e)		Not applicable.

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ITEM 6.		CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

		The information regarding the Merger Agreement, the Contribution Agreement, the Limited Guaranty and the Debt Commitment Letter under Items 3 and 4 are incorporated herein by reference in their entirety. To the best knowledge of the Reporting Persons, except as described above, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

ITEM 7.		MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 7.01:		Joint Filing Agreement by and among the Reporting Persons, dated as of September 4, 2013.

Exhibit 7.02:		Agreement and Plan of Merger dated August 28, 2013, by and among Simcere Holding Limited, Simcere Acquisition Limited and Simcere Pharmaceutical Group (incorporated herein by reference to Exhibit 7.07 to the Schedule 13D, filed on August 28, 2013 by Mr. Jinsheng Ren, New Good Management Limited and Mr. Hongquan Liu).

Exhibit 7.03:		Contribution Agreement dated August 28, 2013, by and among Simcere Holding Limited, Mr. Jinsheng Ren, New Good Management Limited, Mr. Hongquan Liu, Assure Ahead Investments Limited, Right Lane Limited, King View Development International Limited and Fosun Industrial Co., Limited (incorporated herein by reference to Exhibit 7.08 to the Schedule 13D, filed on August 28, 2013 by Mr. Jinsheng Ren, New Good Management Limited and Mr. Hongquan Liu).

Exhibit 7.04:		Limited Guaranty dated August 28, 2013 by King View Development International Limited in favor of Simcere Pharmaceutical Group.

Exhibit 7.05:		Debt Commitment Letter dated August 26, 2013 issued by China Merchants Bank, New York branch and China Merchants Bank, Nanjing branch to Simcere Holding Limited (incorporated herein by reference to Exhibit 7.10 to the Schedule 13D, filed on August 28, 2013 by Mr. Jinsheng Ren, New Good Management Limited and Mr. Hongquan Liu).

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SIGNATURE

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


Dated: September 4, 2013 KING VIEW DEVELOPMENT INTERNATIONAL LIMITED

By:		/s/ Shujun Li
		Shujun Li
		Authorized Representative

TRUSTBRIDGE PARTNERS II, L.P. Acting by its general partner TB Partners GP, Limited

By:		/s/ Shujun Li
		Shujun Li
		Authorized Representative

TB PARTNERS GP2, L.P.

By:		/s/ Shujun Li
		Shujun Li
		Authorized Representative

TB PARTNERS GP Limited

By:		/s/ Shujun Li
		Shujun Li
		Authorized Representative

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Schedule I

The name, principal occupation, business address and citizenship of each director and executive person of the relevant entities are set forth below:

I. King View Development International Limited

A. Directors


Name	Principal occupation	Citizenship	Address of principal office
Shujun Li	Director	China

B. Executive Officers


Name	Principal occupation	Citizenship	Address of principal office
Shujun Li	Director	China

II. TB Partners GP Limited

A. Directors


Name	Principal occupation	Citizenship	Address of principal office
Shujun Li	Director	China

B. Executive Officers


Name	Principal occupation	Citizenship	Address of principal office
Shujun Li	Director	China

EX-7.01 2 d593377dex701.htm EX-7.01 EX-7.01

Exhibit 7.01

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value US$0.01 per share, of Simcere Pharmaceutical Group, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of September 4, 2013.


KING VIEW DEVELOPMENT INTERNATIONAL LIMITED

By:		/s/ Shujun Li
		Shujun Li
		Authorized Representative

TRUSTBRIDGE PARTNERS II, L.P. Acting by its general partner TB Partners GP Limited

By:		/s/ Shujun Li
		Shujun Li
		Authorized Representative

TB PARTNERS GP2, L.P.

By:		/s/ Shujun Li
		Shujun Li
		Authorized Representative

TB PARTNERS GP Limited

By:		/s/ Shujun Li
		Shujun Li
		Authorized Representative

EX-7.04 3 d593377dex704.htm EX-7.04 EX-7.04

Exhibit 7.04

LIMITED GUARANTY

This Limited Guaranty (this “Limited Guaranty”), dated as of August 28, 2013, by King View Development International Limited (the “Guarantor”), in favor of Simcere Pharmaceutical Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).

This Limited Guaranty is one of four substantially identical guaranties (such other limited guaranties, the “Other Limited Guaranties”), with the other being made by Premier Praise Limited, New Good Management Limited and Fosun Industrial Co., Limited (the “Other Guarantors”) to the Guaranteed Party on the date of this Limited Guaranty.

1. LIMITED GUARANTY. (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Simcere Holding Limited, a Cayman Islands company (“Parent”), Simcere Acquisition Limited, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the due and punctual payment, performance and discharge of 10.58% of the payment obligations of Parent to the Guaranteed Party under Sections 8.5(c), 8.5(d) and 6.14 of the Merger Agreement as and when due (the “Guaranteed Obligations”), provided, that in no event shall the Guarantor’s liability under this Limited Guaranty exceed an amount equal to (a) US$317,400 (the “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Parent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, further, that the Guarantor shall have no obligations with respect to the payment obligations of Parent under Sections 8.5(d) and 6.14 unless the underlying expenses are evidenced by invoice or other written evidence, in each case, to the reasonable satisfaction of the Guarantor. This Limited Guaranty may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guaranty.

(b) Subject to the terms and conditions of this Limited Guaranty, if Parent fails to fully and timely discharge any of the Guaranteed Obligations when due, then all of the Guarantor’s liabilities and obligations to the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or to cause to be promptly fully performed or discharged, any such Guaranteed Obligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations (subject to the Maximum Amount), regardless of whether any action is brought against Parent, Merger Sub or any Other Guarantor, or whether Parent, Merger Sub or any Other Guarantor is joined in any action or actions. The Guarantor agrees to pay all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, but only to the extent that it has been finally determined by the arbitration panel in accordance with Section 11(b) that the Guarantor is liable for, but has failed to perform, the Guaranteed Obligations hereunder.

(c) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against the Guarantor to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity, and shall not be required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Party has an adequate remedy at law or (ii) an award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or in equity (collectively, the “Prohibited Defenses”).

2. NATURE OF GUARANTY. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligations (subject to the Maximum Amount) as if such payment had not been made. This Limited Guaranty is an unconditional guarantee of payment and not of collectibility.

3. CHANGES IN GUARANTEED OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of performance of any of the Guaranteed Obligations, and may also make any agreement with Parent, Merger Sub or with any other Person interested in the transactions contemplated by the Merger Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent, Merger Sub or such other Person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guaranty or affecting the validity or enforceability of this Limited Guaranty. The Guarantor agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure or delay of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement; (b) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms of the Merger Agreement or any other agreement evidencing, securing or otherwise executed by Parent, Merger Sub and the Guaranteed Party in connection with any of the Guaranteed Obligations; (c) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Guaranteed Obligations as a result of payment in full of the Guaranteed Obligations in accordance with their terms, a discharge or release of Parent with respect to the Guaranteed Obligations under the Merger Agreement, or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent under the Merger Agreement) of the Guarantor or any Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby; (d) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (e) the existence of any claim, set-off, judgment or other right which the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party or any of their respective Affiliates, whether in connection with the Guaranteed Obligations or otherwise; (f) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; or (g) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Guaranteed Obligations and all other notices of any kind (except for notices to be provided to Parent or Merger Sub pursuant to the Merger Agreement or notices expressly provided pursuant to this Limited Guaranty), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than a breach by the Guaranteed Party of this Limited Guaranty). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits. The Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Affiliates not to institute, directly or indirectly, any proceeding asserting (i) the Prohibited Defenses, or (ii) subject to clause (ii) of the last sentence of Section 5 (No Subrogation) hereof, that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms, in each case subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

4. NO WAIVER; CUMULATIVE RIGHTS. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder or under the Merger Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other contracts shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time subject to the terms and provisions hereof. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against Parent or Merger Sub or any other Person now or hereafter liable for any Guaranteed Obligations or interested in the transactions contemplated by the Merger Agreement prior to proceeding against the Guarantor hereunder, and the failure by the Guaranteed Party to pursue rights or remedies against Parent or Merger Sub shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

5. NO SUBROGATION. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

6. REPRESENTATIONS AND WARRANTIES. The Guarantor hereby represents and warrants that:

(a) (i) it is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) it has all corporate power and authority to execute, deliver and perform this Limited Guaranty; (iii) the execution, delivery and performance of this Limited Guaranty (A) have been duly authorized by all necessary corporate action, and (B) do not, or will not, as the case may be, conflict with or violate any provision of the Guarantor’s organizational documents, applicable Law or contractual restriction binding on the Guarantor or its assets;

(b) except as is not, individually or in the aggregate, reasonably likely to impair or delay the Guarantor’s performance of its obligations in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guaranty by the Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Limited Guaranty by the Guarantor;

(c) this Limited Guaranty constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and

(d) the Guarantor has the financial capacity to pay and perform its obligations under this Limited Guaranty, and all funds necessary for the Guarantor to fulfill its obligations under this Limited Guaranty shall be available to the Guarantor for so long as this Limited Guaranty shall remain in effect in accordance with Section 9 (Continuing Guaranty) hereof.

7. NO ASSIGNMENT. The provisions of this Limited Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Limited Guaranty nor any rights, interests or obligations hereunder shall be assigned by either party hereto (whether by operation of Law or otherwise) without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that no assignment by either party shall relieve the assigning party of any of its obligations hereunder. Any purported assignment in violation of this Limited Guaranty will be null and void.

8. NOTICES. Any notice, request, instruction or other document to be given hereunder by one party to the other party shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by facsimile or overnight courier.

(a)

If to the Guarantor:

King View Development International Limited

Palm Grove House, P.O. Box 438, Road Town

Tortola, British Virgin Islands

Attention: Shujun Li

Facsimile: +852 34285700

(b)

If to the Guaranteed Party:

Simcere Pharmaceutical Group

No. 699-18 Xuan Wu Avenue

Xuan Wu District, Nanjing

Jiangsu Province 210042

People’s Republic of China

Attention: Yushan Wan, Acting Chief Financial Officer

Facsimile: +86 25 8547 7666

Email: wanyushan@simcere.com

with a copy to (which copy shall not constitute notice):

Shearman & Sterling

12th Floor, Gloucester Tower

The Landmark, 15 Queen’s Road Central

Hong Kong

Attention: Paul Strecker, Esq.

Telephone: +852 2978 8038

Facsimile: +852 2140 0338

E-mail: paul.strecker@shearman.com

9. CONTINUING GUARANTY.

(a) Subject to last sentence of Section 5, this Limited Guaranty shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all of the Guaranteed Obligations have been fully performed. Notwithstanding the foregoing, this Limited Guaranty shall terminate and the Guarantor shall have no further obligations under this Limited Guaranty as of the earlier of: (i) the Effective Time and (ii) the date falling ninety (90) days from the date of the termination of the Merger Agreement in accordance with its terms if the Guaranteed Party has not presented a bona fide written claim for payment of any Guaranteed Obligation to the Guarantor by such date; provided, that, if the Guaranteed Party has presented such a bona fide written claim by such date, this Limited Guaranty shall terminate upon the date that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 11 (Governing Law; Jurisdiction) hereof. If any payment or payments made by Parent or Merger Sub or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Guaranteed Obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made.

10. NO RECOURSE. The Guarantor shall have no obligations under or in connection with this Limited Guaranty except as expressly provided by this Limited Guaranty. No liability shall attach to, and no recourse shall be had by the Guaranteed Party, any of its Affiliates or any Person purporting to claim by or through any of them or for the benefit of any of them, under any theory of liability (including without limitation by attempting to pierce a corporate or other veil or by attempting to compel any party to enforce any actual or purported right that they may have against any Person) against any former, current or future equity holders, controlling Person, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of the Guarantor, Merger Sub or Parent, or any former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of any of the foregoing, excluding however the Guarantor, Parent and Merger Sub (each a “Non-Recourse Party” and collectively the “Non-Recourse Parties”) in any way under or in connection with this Limited Guaranty, the Merger Agreement, any other agreement or instrument executed or delivered in connection with this Limited Guaranty or the Merger Agreement or the transactions contemplated hereby or thereby, except for claims (i) against the Guarantor and its successors and assigns under this Limited Guaranty pursuant to the terms hereof, and (ii) for the avoidance of doubt, against Parent and Merger Sub and their respective successors and assigns under the Merger Agreement pursuant to the terms thereof ((i) and (ii) together, the “Retained Claims”).

11. GOVERNING LAW; JURISDICTION.

(a) This Limited Guaranty shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to the choice of Law principles thereof.

(b) Any dispute, controversy or claim arising out of or relating to this Limited Guaranty or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Limited Guaranty) (each a “Dispute”) shall be finally settled by arbitration. The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the arbitration rules of the HKIAC in force at the date of commencement of the arbitration (the “HKIAC Rules”). The arbitration shall be decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance with the HKIAC Rules. Arbitration proceedings (including but not limited to any arbitral award rendered) shall be in English. Subject to the agreement of the tribunal, any Dispute(s) which arise subsequent to the commencement of arbitration of any existing Dispute(s), shall be resolved by the tribunal already appointed to hear the existing Dispute(s). The award of the arbitration tribunal shall be final and conclusive and binding upon the parties as from the date rendered. Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets. For the purpose of the enforcement of an award, the parties irrevocably and unconditionally submit to the jurisdiction of any competent court and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

12. COUNTERPARTS. This Limited Guaranty shall not be effective until it has been executed and delivered by both parties hereto. This Limited Guaranty may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, but all such counterparts shall together constitute one and the same agreement. This Limited Guaranty may be executed and delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, and in the event this Limited Guaranty is so executed and delivered, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

13. SEVERABILITY. The provisions of this Limited Guaranty shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Limited Guaranty or the application thereof to any Person or any circumstance is determined to be invalid, illegal, void or unenforceable, the remaining provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party; provided, however, that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Maximum Amount or the provisions set forth in Section 10 hereof. Upon such determination that any provision or the application thereof is invalid, illegal, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Limited Guaranty so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent permitted by applicable Law.

14. NO THIRD PARTY BENEFICIARIES. Except for the rights of the Non-Recourse Parties provided hereunder, this Limited Guaranty shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Limited Guaranty is intended to, or shall, confer upon any other Person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein.

15. MISCELLANEOUS.

(a) This Limited Guaranty, together with the Merger Agreement (including any schedules and exhibits thereto), the Company Disclosure Schedule, the Parent Disclosure Schedule, the Contribution Agreement and the Financing Documents, constitute the entire agreement with respect to the subject matter hereof and thereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among Parent, Merger Sub and the Guarantor or any of their respective Affiliates on the one hand, and the Guaranteed Party or any of its Affiliates on the other hand. No amendment, modification or waiver of any provision hereof shall be enforceable unless approved by the Guaranteed Party and the Guarantor in writing.

(b) The descriptive headings contained in this Limited Guaranty are for reference purposes only and shall not affect in any way the meaning or interpretation of this Limited Guaranty.

(c) Both parties acknowledge that each party and its counsel have reviewed this Limited Guaranty and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guaranty.

[The remainder of this page is left blank intentionally]

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guaranty to be executed and delivered as of the date first written above by its officer thereunto duly authorized.


GUARANTEED PARTY:

SIMCERE PHARMACEUTICAL GROUP

By:		/s/ Alan Au
Name:		Alan Au
Title:		Director and Chairman of Special Committee

Limited Guaranty

Signature Page – King View

IN WITNESS WHEREOF, the Guarantor has executed and delivered this Limited Guaranty as of the date first written above.


GUARANTOR:

KING VIEW DEVELOPMENT INTERNATIONAL LIMITED

By:		/s/ Shujun Li
Name:		Shujun Li
Title:		Director

Limited Guaranty

Signature Page – King View