F-6/A 1 simcerepea.htm PRE-EFFECTIVE AMENDMENT NO. 1 TO THE FORM F-6 Converted by FileMerlin

As filed with the Securities and Exchange Commission on April 4, 2007

Registration No. 333-141542                         

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_______________________


PRE-EFFECTIVE AMENDMENT NO. 1 TO THE

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

of


SIMCERE PHARMACEUTICAL GROUP

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer's name into English)


Cayman Islands

(Jurisdiction of incorporation or organization of issuer)


THE BANK OF NEW YORK

(Exact name of depositary as specified in its charter)

One Wall Street, New York, N.Y.  10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

____________


The Bank of New York
ADR Division

One Wall Street, 29th Floor

New York, New York 10286

(212) 495-1784

 (Address, including zip code, and telephone number, including area code, of agent for service)


Copies to:

Peter B. Tisne, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3010


It is proposed that this filing become effective under Rule 466

[ ] immediately upon filing

[ ] on ( Date ) at ( Time ).

If a separate registration statement has been filed to register the deposited shares, check the following box.  [X]



The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Reg­istration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.


 

________________________________________________________________________________





The prospectus consists of the proposed revised form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Pre-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.





PART I

INFORMATION REQUIRED IN PROSPECTUS

Item - 1.

Description of Securities to be Registered

Cross Reference Sheet

Item Number and Caption

Location in Form of Receipt
Filed Herewith as Prospectus

1.  Name and address of depositary

Introductory Article

2.  Title of American Depositary Receipts and identity of deposited securities

Face of Receipt, top center

Terms of Deposit:

 

(i)   The amount of deposited securities represented by one unit of American Depositary Receipts

Face of Receipt, upper right corner

(ii)   The procedure for voting, if any, the deposited securities

Articles number 15, 16 and 18

(iii)   The collection and distribution of dividends

Articles number 4, 12, 13, 15 and 18

(iv)  The transmission of notices, reports and proxy soliciting material

Articles number 11, 15, 16 and 18

(v)   The sale or exercise of rights

Articles number 13, 14, 15 and 18

(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization

Articles number 12, 13, 15, 17 and 18

(vii)  Amendment, extension or termination of the deposit agreement

Articles number 20 and 21

(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts

Article number 11

(ix)  Restrictions upon the right to deposit or withdraw the underlying securities

Articles number 2, 3, 4, 5, 6, 8 and 22

(x)   Limitation upon the liability of the depositary

Articles number 14, 18, 19 and 21




3.  Fees and Charges

Articles number 7 and 8

Item - 2.

Available Information

Public reports furnished by issuer

Article number 11








PART II


INFORMATION NOT REQUIRED IN PROSPECTUS




Item - 3.

Exhibits



a.

Form of Deposit Agreement dated as of ____________, 2007 among Simcere Pharmaceutical Group, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.


b.

Form of letter agreement among Simcere Pharmaceutical Group and The Bank of New York relating to pre-release activities. – Previously Filed.


c.

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) and (b) above.


d.

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.


e.

Certification under Rule 466. - Not Applicable.




Item - 4.

Undertakings


Previously Filed.






SIGNATURES




Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Pre-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 4, 2007.



Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares, par value $0.01 each, of Simcere Pharmaceutical Group.


By:

The Bank of New York,

  As Depositary




By: /s/ Vincent J. Cahill, Jr.

   Name:  Vincent J. Cahill, Jr.

   Title:    Managing Director

   







Pursuant to the requirements of the Securities Act of 1933, Simcere Pharmaceutical Group has caused this Pre-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Nanjing, People’s Republic of China on April 4, 2007.


Simcere Pharmaceutical Group




By: /s/ Jinsheng Ren

Name:  Jinsheng Ren

Title:    Chief Executive Officer



Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on April 4, 2007.

Signature

Title


/s/ Jinsheng Ren

            Chairman of the Board / Chief Executive Officer

Name:  Jinsheng Ren

  (principal executive officer)



________*________________

Name:  Guoqiang Lin

Director



________*________________

Name:  Hongquan Liu

Director



________*________________

Name:  Gary Siu Kwan Sik

Director



________*________________

Name:  John Huan Zhao

Director




/s/ Frank Zhigang Zhao

     Chief Financial Officer

Name:  Frank Zhigang Zhao

        (principal financial and accounting officer)




*By: /s/ Frank Zhigang Zhao

Name:  Frank Zhigang Zhao

Attorney-in-Fact





SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States, of Simcere Pharmaceutical Group, has signed this Pre-Effective Amendment No. 1 to the Registration Statement on Form F-6 and Power of Attorney in Newark, Delaware, on April 4, 2007.

Authorized U.S. Representative

By: /s/ Donald J. Puglisi

Name:  Donald J. Puglisi

                                                                          Title:  Managing Director, Puglisi & Associates





INDEX TO EXHIBITS

Exhibit
Number


Exhibit


 

1

Form of Deposit Agreement dated as of ____________, 2007, among Simcere Pharmaceutical Group, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder.



 

2

Previously filed.



 

4

Previously filed.