SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

3SBio Inc.

(Name of issuer)

 

 

Ordinary Shares, par value US$0.0001 per share

(Title of class of securities)

88575Y1051

(CUSIP number)

December 31, 2009

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*   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 the disclosures provided in a prior cover page.

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

 

1

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

 

 

 


  1   

Name of reporting person

 

Achieve Well International Limited

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    British Virgin Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

   5    

Sole voting power

 

    3,886,310 Ordinary Shares

   6   

Shared voting power

 

    0

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    0

  9

 

Aggregate amount beneficially owned by each reporting person

 

    3,886,310 Ordinary Shares

10

 

Check box if the aggregate amount in Row (9) excludes certain shares ¨

 

11

 

Percent of class represented by amount in Row 9

 

    2.58%2

12

 

Type of reporting person

 

    CO

 

2

Based on 150,575,955 Ordinary Shares issued and outstanding as of December 31, 2009.


ITEM 1  

(a).

   NAME OF ISSUER:      
     3SBio Inc. (the “Issuer”)      
ITEM 1  

(b).

   ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:      
    

No. 3 A1, Road 10

Shenyang Economy & Technology Development Zone

Shenyang 110027

People’s Republic of China

     
ITEM 2  

(a).

   NAME OF PERSON FILING:      
     Achieve Well International Limited (“Achieve Well”).      
ITEM 2  

(b).

   ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:      
    

No. 3 A1, Road 10

Shenyang Economic & Technology Development Zone

Shenyang 110027

People’s Republic of China

     
ITEM 2  

(c).

   CITIZENSHIP:      
     British Virgin Islands      
ITEM 2  

(d).

   TITLE OF CLASS OF SECURITIES:      
     Ordinary Shares      
ITEM 2  

(e).

   CUSIP NUMBER:      
     88575Y 10 5      
ITEM 3.      STATEMENT FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) or (c):      
     Not applicable.      
ITEM 4.    OWNERSHIP.      
   The following information with respect to the ownership of the Ordinary Shares of the Issuer by the person filing this statement is provided as of December 31, 2009. The percentage amount is based on 150,575,955 Ordinary Shares issued and outstanding as of December 31, 2009, as derived from the Issuer’s corporate records.      

Reporting Person

   Amount
beneficially
owned:
   Percent
of class:
    Sole power
to vote or
direct the
vote:
   Shared
power to
vote or to
direct
the vote:
   Sole power to
dispose or to
direct the
disposition of:
   Shared power
to dispose or to
direct the
disposition of:

Achieve Well International Limited

   3,886,310    2.58  %    3,886,310    —      —      —  
   Achieve Well is the record holder of 3,886,310 Ordinary Shares of the Issuer (the “Trust Shares”). Achieve Well holds the Trust Shares in trust for the benefit of certain beneficial owners (the “Beneficial Owners”). Achieve Well has undertaken to transfer or otherwise deal with the Trust Shares for each Beneficial Owner as such Beneficial Owner may from time to time direct and to account to each Beneficial Owner for all dividends and any other proceeds received by Achieve Well on or in respect of such Trust Shares and to exercise Achieve Well’s other rights in respect of such Trust Shares in such manner as such Beneficial Owner shall from time to time direct, except that Achieve Well shall only exercise voting powers with respect to the Trust Shares pursuant to resolutions of the Beneficial Owners. Pursuant to Rule      


   13d-3 under the Act, Achieve Well may be deemed to be the beneficial owner of the Trust Shares because it has voting powers with respect to the Trust Shares.      
ITEM 5.    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.      
   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x      
ITEM 6.    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.      
   Not applicable      
ITEM 7.    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   Not applicable
ITEM 8.    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.      
   Not applicable      
ITEM 9.    NOTICE OF DISSOLUTION OF GROUP.      
   Not applicable      
ITEM 10.    CERTIFICATION.      
   Not applicable      

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.

Dated: February 11, 2010

 

Achieve Well International Limited
By:  

/s/ Jing Lou

  Dr. Jing Lou
  Director