o | Rule 13d-1(b) | ||
o | Rule 13d-1(c) | ||
þ | Rule 13d-1(d) |
1 | This CUSIP number applies to the Issuers American Depositary Shares, each representing two Ordinary Shares. |
SIGNATURE | ||||||||
EX-99.1 |
CUSIP No. |
82859P 10 4 |
Page | 2 |
of | 8 |
1 | NAMES OF REPORTING PERSONS Assure Ahead Investments Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
British Virgin Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 17,924,692 Ordinary Shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 17,924,692 Ordinary Shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
17,924,692 Ordinary Shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
14.5% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP No. |
82859P 10 4 |
Page | 3 |
of | 8 |
1 | NAMES OF REPORTING PERSONS Hony Capital II, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 17,924,692 Ordinary Shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 17,924,692 Ordinary Shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
17,924,692 Ordinary Shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
14.5% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
82859P 10 4 |
Page | 4 |
of | 8 |
1 | NAMES OF REPORTING PERSONS Hony Capital II GP Ltd. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 17,924,692 Ordinary Shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 17,924,692 Ordinary Shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
17,924,692 Ordinary Shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
14.5% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP NO. 82859P 10 4 | Schedule 13G | Page 5 of 8 Pages |
ITEM 1(a).
|
NAME OF ISSUER: | |
Simcere Pharmaceutical Group (the Issuer) | ||
ITEM 1(b).
|
ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES: | |
No. 699-18 Xuan Wu Avenue | ||
Xuan Wu District, Nanjing | ||
Jiangsu Province 210042 | ||
Peoples Republic of China | ||
ITEM 2(a).
|
NAME OF PERSON FILING: | |
This Schedule 13G is filed by and on behalf of (a) Assure Ahead Investments Limited, (b) Hony Capital II, L.P. and (c) Hony Capital II GP Ltd. Hony Capital II, L.P. holds all equity interest in Assure Ahead Investments Limited and has the right to appoint and remove all directors of Assure Ahead Investments Limited. Pursuant to Rule 13d-3 under the Act, Hony Capital II, L.P. may be deemed to be the beneficial owner of the Ordinary Shares of the Issuer owned by Assure Ahead Investments Limited. Hony Capital II GP Ltd. is the general partner of Hony Capital II, L.P. Pursuant to Rule 13d-3 under the Act, Hony Capital II GP Ltd. may be deemed to be the beneficial owner of the Ordinary Shares of the Issuers beneficially owned by Hony Capital II, L.P. Assure Ahead Investments Limited, Hony Capital II, L.P. and Hony Capital II GP Ltd. are making this single, joint filing pursuant to Rule 13d-1(k) of the Act because each of them is reporting as to the beneficial ownership of the same securities. | ||
ITEM 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: | |
The address of principal business office of each of Assure Ahead Investments Limited, Hony Capital II, L.P. and Hony Capital II GP Ltd. is 6th Floor, South Tower C, Raycom InfoTech Park, No.2 Kexueyuan Nanlu, Haidian District, Beijing 100080, the Peoples Republic of China | ||
ITEM 2(c)
|
CITIZENSHIP: | |
Assure Ahead Investments Limited is a British Virgin Islands company. Hony Capital II, L.P. and Hony Capital II GP Ltd. are chartered in the Cayman Islands. |
CUSIP NO. 82859P 10 4 | Schedule 13G | Page 6 of 8 Pages |
ITEM 2(d).
|
TITLE OF CLASS OF SECURITIES: | |
Ordinary Shares | ||
ITEM 2(e).
|
CUSIP NUMBER: | |
82859P 10 4 | ||
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 persons filing this statement is provided as of December 31, 2008. The percentage amounts are based on 124,040,898 Ordinary Shares outstanding as of December 31, 2008, as derived from the Issuers corporate records. |
Number of shares as to which the person has: | ||||||||||||
Sole power | Shared | |||||||||||
Sole | Shared | to dispose | power to | |||||||||
power to | power to | or to | dispose or | |||||||||
Amount | vote or | vote or | direct the | to direct the | ||||||||
beneficially | Percent | to direct | to direct | disposition | disposition | |||||||
Reporting Person | owned: | of class: | the vote: | the vote: | of: | of: | ||||||
Assure Ahead
Investments
Limited |
17,924,692 | 14.5% | 17,924,692 | | 17,924,692 | | ||||||
Hony Capital II,
L.P. |
17,924,692 | 14.5% | 17,924,692 | | 17,924,692 | | ||||||
Hony Capital II
GP Ltd. |
17,924,692 | 14.5% | 17,924,692 | | 17,924,692 | |
Assure Ahead Investments Limited is the record holder of 17,924,692 Ordinary Shares of the Issuer. Hony Capital II, L.P. holds all equity interest in Assure Ahead Investments Limited and has the right to appoint and remove all directors of Assure Ahead Investments Limited. Pursuant to Rule 13d-3 under the Act, Hony Capital II, L.P. may be deemed to be the beneficial owner of the Ordinary Shares of the Issuer owned by Assure Ahead Investments Limited. Hony Capital II GP Ltd. is the general partner of Hony Capital II, L.P. Pursuant to Rule 13d-3 under the Act, Hony Capital II GP Ltd. may be deemed to be the beneficial owner of the Ordinary Shares of the Issuers beneficially owned by Hony Capital II, L.P. | ||
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 5 percent of the class of securities, check the following: o |
CUSIP NO. 82859P 10 4 | Schedule 13G | Page 7 of 8 Pages |
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. | |
Hony Capital II, L.P. holds all equity interest in Assure Ahead Investments Limited. Hony Capital II GP Ltd. holds a general partnership interest in Hony Capital II, L.P. | ||
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 |
CUSIP NO. 82859P 10 4 | Schedule 13G | Page 8 of 8 Pages |
Assure Ahead Investments Limited |
||||
By: | /s/ Yonggang Cao | |||
Yonggang Cao | ||||
Director | ||||
Hony Capital II, L.P. Acting by its general partner Hony Capital II GP Ltd. |
||||
By: | /s/ John Huan Zhao | |||
John Huan Zhao | ||||
a duly authorized representative | ||||
Hony Capital II GP LTD. |
||||
By: | /s/ John Huan Zhao | |||
John Huan Zhao | ||||
Director |