0001104659-11-062880.txt : 20111110 0001104659-11-062880.hdr.sgml : 20111110 20111110060512 ACCESSION NUMBER: 0001104659-11-062880 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20111110 DATE AS OF CHANGE: 20111110 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83690 FILM NUMBER: 111193180 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: 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 a11-29651_1sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

Simcere Pharmaceutical Group

(Name of Issuer)

 

Ordinary Shares, par value US$0.01 per share

American Depositary Shares, evidenced by American Depositary

Receipts, each representing two Ordinary Shares

(Title of Class of Securities)

 

82859P 10 4(1)

(CUSIP Number)

 

Jianguo Yang

 

With a copy to:

Fosun Industrial Co., Limited

 

Scott Clemens

Level 28

 

Baker & McKenzie LLP

Three Pacific Place

 

Suite 3401, China World Tower 2

1 Queen’s Road East

 

China World Trade Center

Hong Kong

 

1 Jianguomenwai Avenue

China

 

Beijing 100004, People Republic of
China

(86)(21) 6332 5563

 

(86)(10) 6535 3971

 

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

 

November 8, 2011

(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

 

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 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).

 

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

 


 

CUSIP No.

82859P 10 4

 

 

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, WC

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


6,958,186*

8

SHARED VOTING POWER


0

9

SOLE DISPOSITIVE POWER


6,958,186*

10

SHARED DISPOSITIVE POWER


0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


6,958,186*

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)


6.45%*

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CO

 

*  Number of shares is number of Ordinary Shares. Fosun Industrial Co., Limited holds 3,479,093 American Depositary Shares, each representing two Ordinary Shares. Percent of class is based on 107,808,420 Ordinary Shares reported as outstanding as of May 6, 2011 in the Issuer’s Form 20-F for the fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on May 9, 2011.

 

2


 

This Amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange Commission on August 29, 2011 (the “Original 13D”) by Fosun Industrial Co., Limited (“Fosun Industrial”) with respect to the ordinary shares, par value $0.01 per share (“Ordinary Shares”) and the American Depositary Shares (“ADSs”, each representing two Ordinary Shares), of Simcere Pharmaceutical Group (the “Issuer”). Unless otherwise stated herein, the Original 13D 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 Issuer’s ADSs purchased by Fosun Industrial since the filing of the Original 13D as described in Item 5(c) below was $5,290,265 (inclusive of brokerage commissions).  The funds required to effect these purchases were provided from Fosun Industrial’s working capital.

 

 

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.1 for the aggregate number and percentage of Ordinary Shares underlying the ADSs that are beneficially owned by Fosun Industrial as of November 8, 2011.

 

(b) See Items 7 through 10 of the cover pages to this Schedule 13D, Amendment No.1 for the number and percentage of Ordinary Shares underlying the ADSs beneficially owned by Fosun Industrial as of November 8, 2011 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.

 

Except insofar as Mr. Guo Guangchang may be deemed to beneficially own the ADSs held by Fosun Industrial, none of the directors and officers of Fosun Industrial, Fosun Pharma, Fosun High Technology, Fosun International, Fosun Holdings or Fosun International Holdings beneficially owns any ADSs.

 

(c) Since the filing of the Original 13D, Fosun Industrial purchased for cash a total of 590,755 ADSs in open market transactions on the dates and at the weighted average prices per share set forth on Exhibit 99.4, which is attached hereto and incorporated herein by reference.

 

(d) To the knowledge of Fosun Industrial, no other person has 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 5 is hereby amended and restated in its entirety as follows:

 

Exhibit 99.1:

List of directors and executive officers of Fosun Industrial, persons controlling Fosun Industrial and executive officers and directors of other persons in control of Fosun Industrial (incorporated herein by reference to Exhibit 99.1 to the Original 13D filed on August 29, 2011 by Fosun Industrial with the SEC)

 

Exhibit 99.2:

Banking Facilities Agreement, dated August 7, 2009, between Fosun Industrial and Standard Chartered Bank (incorporated herein by reference to Exhibit 99.2 to the Original 13D filed on August 29, 2011 by Fosun Industrial with the SEC).

 

Exhibit 99.3

Term Loan Facility Agreement, dated October 6, 2010, between Fosun Industrial and Wing Lung Bank (incorporated herein by reference to Exhibit 99.3 to the Original 13D filed on August 29, 2011 by Fosun Industrial with the SEC).

 

Exhibit 99.4

Information regarding purchases by Fosun Industrial of the Issuer’s ADSs since the filing of the Original 13D (filed herewith).

 

3


 

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: November 10, 2011

 

 

 

FOSUN INDUSTRIAL CO., LIMITED

 

 

 

 

 

By:

/s/ Qiyu Chen

 

 

Name: Qiyu Chen

 

 

Title:   Chairman of the Board of Directors

 

4

 EX-99.4 2 a11-29651_1ex99d4.htm EX-99.4

Exhibit 99.4

 

PURCHASES BY FOSUN INDUSTRIAL OF ISSUER’S ADSs SINCE THE FILING OF THE ORIGINAL 13D

 

Trade Date

 

Number of ADSs

 

Number of Underlying
Ordinary Shares

 

Price Per ADS (excluding
commissions) (US$)

 

2011-8-29

 

4,600

 

9,200

 

8.5998

 

2011-8-30

 

1,000

 

2,000

 

8.7895

 

2011-8-31

 

8,100

 

16,200

 

8.7969

 

2011-9-26

 

100

 

200

 

9.3

 

2011-9-28

 

60,286

 

120,572

 

9.196

 

2011-9-29

 

73,642

 

147,284

 

8.6716

 

2011-9-30

 

39,859

 

79,718

 

9.5853

 

2011-10-5

 

6,380

 

12,760

 

8.7989

 

2011-10-6

 

73,575

 

147,150

 

8.8913

 

2011-10-7

 

60,000

 

120,000

 

8.8934

 

2011-10-10

 

41,600

 

83,200

 

8.8495

 

2011-10-11

 

30,000

 

60,000

 

8.7989

 

2011-10-12

 

5,100

 

10,200

 

8.8

 

2011-10-13

 

500

 

1,000

 

8.844

 

2011-10-14

 

13,002

 

26,004

 

8.9211

 

2011-10-17

 

29,125

 

58,250

 

8.8484

 

2011-10-18

 

7,500

 

15,000

 

8.8339

 

2011-10-19

 

1,566

 

3,132

 

8.8432

 

2011-10-20

 

600

 

1,200

 

8.8767

 

2011-10-24

 

500

 

1,000

 

9.0876

 

2011-11-3

 

14,700

 

29,400

 

8.8469

 

2011-11-4

 

8,400

 

16,800

 

8.848

 

2011-11-7

 

30,620

 

61,240

 

8.6442

 

2011-11-8

 

80,000

 

160,000

 

8.8713