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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No.2)
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)
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Jianguo Yang |
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With a copy to: |
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Fosun Industrial Co., Limited |
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Scott Clemens |
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Level 28 |
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Baker & McKenzie LLP |
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Three Pacific Place |
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Suite 3401, China World Tower 2 |
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1 Queen’s Road East |
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China World Trade Center |
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Hong Kong |
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1 Jianguomenwai Avenue |
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China |
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Beijing 100004, People Republic of China |
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(86)(21) 6332 5563 |
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(86)(10) 6535 3971 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 19, 2012
(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.
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CUSIP No. 82859P 10 4 |
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1
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NAME OF REPORTING PERSON
Fosun Industrial Co., Limited
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) |
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(b) |
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SEC USE ONLY
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SOURCE OF FUNDS (SEE INSTRUCTIONS) BK, WC | |||
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong, China | |||
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NUMBER OF |
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SOLE VOTING POWER
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8 |
SHARED VOTING POWER
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SOLE DISPOSITIVE POWER
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SHARED DISPOSITIVE POWER
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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* Number of shares is number of Ordinary Shares. Fosun Industrial Co., Limited holds 4,019,537 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.
This Amendment No. 2 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”), as previously amended by Amendment No. 1 to the Original 13D filed on November 8, 2011. 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.
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Item 2. |
Identity and Background |
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Item 2 is hereby amended and restated in its entirety as follows:
This statement of beneficial ownership on Schedule 13D, Amendment No.2 is being filed by Fosun Industrial Co., Limited (“Fosun Industrial”), a corporation organized under the laws of Hong Kong, China, pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “SEC”) under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The principal business address of Fosun Industrial is 28/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong, China.
· Fosun Industrial is principally engaged in investment, selling and providing consulting services for Chinese and Western medicines, diagnostic reagents and medical devices, as well as import and export business. Fosun Industrial is a wholly owned subsidiary of Shanghai Fosun Pharmaceuticals (Group) Co. Ltd (“Fosun Pharma”);
· Fosun Pharma is a leading Chinese pharmaceutical company listed on the Shanghai Stock Exchange. Fosun Pharma focuses on research, development, production and distribution of pharmaceutical products in China. Fosun Pharma is a subsidiary of, and is beneficially held approximately 48.1% by Shanghai Fosun High Technology (Group) Co. Ltd. (“Fosun High Technology”);
· Fosun High Technology, through its subsidiaries, engages in pharmaceuticals and healthcare, property, steel, mining, retail, services and strategic investment businesses in China. Fosun High Technology is a wholly owned subsidiary of Fosun International Limited (“Fosun International”);
· Fosun International is a Hong Kong holding company, the ordinary shares of which are listed on the main board of the Stock Exchange of Hong Kong Limited. Fosun International is a subsidiary of, and is beneficially held approximately 78.2% by Fosun Holdings Limited (“Fosun Holdings”);
· Fosun Holdings is a holding company without any substantive operations. Fosun Holdings is a wholly owned subsidiary of Fosun International Holdings Ltd. (“Fosun International Holdings”); and
· Fosun International Holdings is a holding company without any substantive operations. Guo Guangchang controls Fosun International Holdings and could therefore be deemed the beneficial owner of Ordinary Shares underlying the ADSs held by Fosun Industrial.
The place of organization, principal business address and principal business of Fosun Industrial, Fosun Pharma, Fosun High Technology, 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. Guo Guangchang and each director and executive officer of Fosun Industrial, Fosun Pharma, Fosun High Technology, Fosun International, Fosun Holdings and Fosun International Holdings is also set forth in Exhibit 99.1.
During the last five years, neither Fosun Industrial nor, to Fosun Industrial’s knowledge (a) any executive officer or director of Fosun Industrial; (b) any person controlling Fosun Industrial; or (c) any executive officer or director of any corporation or other person ultimately in control of Fosun Industrial has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was 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. | |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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Item 3 is hereby supplemented as follows:
The aggregate purchase price of the Issuer’s ADSs purchased by Fosun Industrial since the filing of Amendment No.1 to the Original 13D as described in Item 5(c) below was $4,281,215 (inclusive of brokerage commissions). The funds required to effect these purchases were provided from Fosun Industrial’s working capital. | |
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Item 5. |
Interest in Securities of the Issuer |
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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.2 for the aggregate number and percentage of Ordinary Shares underlying the ADSs that are beneficially owned by Fosun Industrial as of March 19, 2012.
(b) See Items 7 through 10 of the cover pages to this Schedule 13D, Amendment No.2 for the number and percentage of Ordinary Shares underlying the ADSs beneficially owned by Fosun Industrial as of March 19, 2012 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 Amendment No.1 to the Original 13D, Fosun Industrial purchased for cash a total of 540,444 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. | |
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Item 7. |
Material to be Filed as Exhibits |
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Item 7 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 (filed herewith).
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 Amendment No. 1 to the Original 13D (filed herewith). | |
Exhibit 99.1
DIRECTORS AND EXECUTIVE OFFICERS OF FOSUN INDUSTRIAL,
PERSONS CONTROLLING FOSUN INDUSTRIAL AND EXECUTIVE OFFICERS AND DIRECTORS
OF OTHER PERSONS IN CONTROL OF FOSUN INDUSTRIAL
Fosun Industrial is a corporation organized under the laws of Hong Kong with its principal business address at Level 28, Three Pacific Place, 1 Queen’s Road East, Hong Kong SAR. The telephone number of Fosun Industrial’s principal executive office is (+86) 21 6332 5563. Fosun Industrial is principally engaged in investment, selling and providing consulting services for Chinese and Western medicines, diagnostic reagents and devices as well as import and export business.
The name, business address, present principal employment and citizenship of each director and executive officer of Fosun Industrial is set forth below.
Fosun Industrial
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Name |
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Business Address |
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Present Principal Employment |
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Citizenship |
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Qiyu Chen |
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28/F, Three Pacific Place, |
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Chairman of the Board of Directors |
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China |
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Fang Yao |
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28/F, Three Pacific Place, |
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Director |
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China |
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Zhicheng Qiao |
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28/F, Three Pacific Place, |
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Director |
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China |
Fosun Industrial is a wholly owned subsidiary of Fosun Pharma. Fosun Pharma is a corporation organized under the laws of People’s Republic of China and listed on the Shanghai Stock Exchange with its principal business address at No. 2 East Fuxing Road, Shanghai, China. The telephone number of Fosun Pharma’s principal executive office is (8621) 2313 8000. Fosun Pharma is principally engaged in Bio-chemical products, reagents, biological “four-tech” service, manufacture and sale of self-developed products, 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.
The name, business address, present principal employment and citizenship of each director and executive officer of Fosun Pharma is set forth below.
Fosun Pharma
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Name |
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Business Address |
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Present Principal Employment |
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Citizenship |
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Qiyu Chen |
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No.2 East Fuxing Road, Shanghai, China |
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Chairman of the Board |
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China |
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Fang Yao |
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No.2 East Fuxing Road, Shanghai, China |
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Vice Chairman of the Board and General Manager |
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China |
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Qunbin Wang |
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No.2 East Fuxing Road, Shanghai, China |
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Director |
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China |
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Guangchang Guo |
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No.2 East Fuxing Road, Shanghai, China |
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Director |
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China |
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Guozheng Zhang |
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No.2 East Fuxing Road, Shanghai, China |
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Director |
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China |
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Yimin Guan |
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200 Panlog Road, Qingpu District, Shanghai, China |
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Independent Director |
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China |
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Jiong Han |
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19F, One Lujiazui, 68 Yin Cheng Road Middle, |
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Independent Director |
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China |
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Weijiong Zhang |
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Room 305, the First Teaching Building, |
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Independent Director |
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China |
Fosun Pharma is beneficially held approximately 48.1% by Fosun High Technology. Fosun High Technology is a corporation organized under the laws of People’s Republic of China with its principal business address at No.2 East Fuxing Road, Shanghai, China. The telephone number of Fosun High Technology’s
principal executive office is (8621) 2315 6666. Fosun High Technology, through its subsidiaries, is principally engaged in pharmaceuticals and healthcare, property, steel, mining, retail, services and strategic investment businesses in China.
The name, business address, present principal employment and citizenship of each director and executive officer of Fosun High Technology is set forth below.
Fosun High Technology
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Name |
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Business Address |
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Present Principal Employment |
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Citizenship |
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Guangchang Guo |
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No.2 East Fuxing Road, Shanghai, China |
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Chairman of the Board |
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China |
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Xinjun Liang |
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No.2 East Fuxing Road, Shanghai, China |
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Vice Chairman of the Board and Chief Executive Officer |
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China |
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Qunbin Wang |
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No.2 East Fuxing Road, Shanghai, China |
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Director and President |
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China |
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Wei Fan |
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No.2 East Fuxing Road, Shanghai, China |
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Director and Co-President |
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China |
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Guoqi Ding |
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No.2 East Fuxing Road, Shanghai, China |
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Director, Chief Financial Officer and Senior Vice President |
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China |
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Xuetang Qin |
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No.2 East Fuxing Road, Shanghai, China |
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Director and Senior Vice President |
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China |
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Ping Wu |
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No.2 East Fuxing Road, Shanghai, China |
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Director and Senior Vice President |
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China |
Fosun High Technology is a subsidiary of Fosun International. Fosun International is a corporation organized under the laws of Hong Kong with its principal business address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. Fosun International’s ordinary shares are listed on the main board of the Stock Exchange of Hong Kong Limited. The telephone number of Fosun International’s principal executive office is (8621) 6332 2820. Fosun International is principally engaged in businesses including pharmaceuticals and healthcare, property, steel, mining, retail, services and strategic investments.
The name, business address, present principal employment and citizenship of each director and executive officer of Fosun International is set forth below.
Fosun International
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Name |
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Business Address |
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Present Principal Employment |
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Citizenship |
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Guangchang Guo |
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No.2 East Fuxing Road, Shanghai, China |
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Executive Director, Chairman of the Board |
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China |
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Xinjun Liang |
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No.2 East Fuxing Road, Shanghai, China |
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Executive Director, Vice Chairman of the Board and Chief Executive Officer |
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China |
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Qunbin Wang |
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No.2 East Fuxing Road, Shanghai, China |
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Executive Director and President |
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China |
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Wei Fan |
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No.2 East Fuxing Road, Shanghai, China |
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Executive Director and Co-President |
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China |
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Guoqi Ding |
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No.2 East Fuxing Road, Shanghai, China |
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Executive Director, Senior Vice President and Chief Financial Officer |
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China |
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Xuetang Qin |
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No.2 East Fuxing Road, Shanghai, China |
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Executive Director and Senior Vice President |
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China |
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Ping Wu |
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No.2 East Fuxing Road, Shanghai, China |
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Executive Director and Senior Vice President |
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China |
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Benren Liu |
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No.2 East Fuxing Road, Shanghai, China |
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Non-Executive Director |
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China |
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Kaixian Chen |
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No. 555 Zuchongzhi Road, Research Office of Shanghai Institute of Materia Medica, Chinese Academy of Sciences, Shanghai, China |
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Independent Non-Executive Director; Researcher, Doctoral supervisor and Director of the academic committee of the Shanghai Institute of Materia |
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China |
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Medica of the Chinese Academy of Sciences |
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Shengman Zhang |
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50/F Citibank Tower, Citibank Plaza, |
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Independent Non-Executive Director; Chairman of Asia-Pacific of Citigroup |
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Hong Kong Special Administrative Region |
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Andrew Y. Yan |
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Room 2516-2520, Pacific Place II, |
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Independent Non-Executive Director; Managing Partner of SAIF Partners |
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Hong Kong Special Administrative Region |
Fosun International is a subsidiary of Fosun Holdings. 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. The telephone number of Fosun Holdings’ principal executive office is (8621) 6332 2820. Fosun Holdings is principally engaged in investment holding.
The name, business address, present principal employment and citizenship of each director and executive officer of Fosun Holdings is set forth below.
Fosun Holdings
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Name |
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Business Address |
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Present Principal Employment |
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Citizenship |
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Guangchang Guo |
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No.2 East Fuxing Road, Shanghai, China |
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Director |
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China |
Fosun Holdings is a subsidiary of Fosun International Holdings. 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. The telephone number of Fosun International Holdings’ principal executive office is (8621) 6332 2820. Fosun International Holdings is principally engaged in investment holding.
The name, business address, present principal employment and citizenship of each director and executive officer of Fosun International Holdings is set forth below.
Fosun International Holdings
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Name |
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Business Address |
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Present Principal Employment |
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Citizenship |
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Guangchang Guo |
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No.2 East Fuxing Road, Shanghai, China |
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Director |
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China |
Fosun International Holdings is owned 58% by Guangchang Guo with the remaining shares owned 22% by Liang Xinjun, 10% by Qunbin Wang and 10% by Wei Fan. Guangchang Guo’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 and chairman of Fosun International, director of both Nanjing Iron & Steel United Co., Ltd. and Fosun Pharma and non-executive director of Shanghai Forte Land Co., Ltd.
Exhibit 99.4
PURCHASES BY FOSUN INDUSTRIAL OF ISSUER’S ADSs SINCE THE FILING OF AMENDMENT NO. 1 TO THE ORIGINAL 13D
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Trade Date |
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Number of ADSs |
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Number of Underlying |
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Price Per ADS (excluding |
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2011-12-13 |
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36,431 |
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72,862 |
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7.3923 |
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2011-12-14 |
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30,000 |
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60,000 |
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7.6281 |
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2011-12-15 |
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43,390 |
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86,780 |
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7.4316 |
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2011-12-16 |
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100,000 |
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200,000 |
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7.4247 |
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2011-12-19 |
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44,300 |
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88,600 |
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7.3984 |
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2011-12-20 |
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50,000 |
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100,000 |
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7.4973 |
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2011-12-21 |
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42,100 |
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84,200 |
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7.4948 |
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2011-12-22 |
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8,300 |
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16,600 |
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7.777 |
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2011-12-23 |
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15,221 |
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30,442 |
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7.8989 |
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2011-12-27 |
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10,304 |
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20,608 |
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7.8987 |
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2011-12-28 |
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2,500 |
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5,000 |
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7.9768 |
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2011-12-30 |
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43,900 |
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87,800 |
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9.2684 |
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2012-03-9 |
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3,191 |
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6,382 |
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8.7879 |
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2012-03-12 |
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7,449 |
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14,898 |
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8.8462 |
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2012-03-13 |
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24,150 |
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48,300 |
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8.8034 |
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2012-03-14 |
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50,000 |
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100,000 |
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8.6326 |
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2012-03-15 |
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3,608 |
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7,216 |
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8.533 |
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2012-03-16 |
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20,000 |
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40,000 |
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8.539 |
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2012-03-19 |
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5,600 |
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11,200 |
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8.1971 |
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