FORM SC 13D/A

0000950134-08-020801.txt : 20081118 0000950134-08-020801.hdr.sgml : 20081118 20081118080743 ACCESSION NUMBER: 0000950134-08-020801 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081118 DATE AS OF CHANGE: 20081118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TONGJITANG CHINESE MEDICINES CO CENTRAL INDEX KEY: 0001386608 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: 005-83729 FILM NUMBER: 081197004 BUSINESS ADDRESS: STREET 1: 5/F BLK B, BAIYING MEDICAL DEVICE PARK STREET 2: NANHAI AVENUE SOUTH, NANSHAN DISTRICT CITY: SHENZHEN, GUANGDONG STATE: F4 ZIP: 518067 BUSINESS PHONE: (86-755) 2667-0969 MAIL ADDRESS: STREET 1: 5/F BLK B, BAIYING MEDICAL DEVICE PARK STREET 2: NANHAI AVENUE SOUTH, NANSHAN DISTRICT CITY: SHENZHEN, GUANGDONG STATE: F4 ZIP: 518067 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 c47677a2sc13dza.htm FORM SC 13D/A FORM SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Tongjitang Chinese Medicines Company

(Name of Issuer)

Ordinary Shares, par value $0.001 per share
American Depositary Shares, evidenced by American Depositary
Receipts, each representing four Ordinary Shares

(Title of Class of Securities)

G8918E106 (Ordinary Shares)
89025E103 (American Depositary Shares)

(CUSIP Number)


Jianguo Yang				With a copy to:
Fosun Industrial Co., Limited				David Vander Haar
Flat/Room 808				Faegre & Benson LLP
ICBC Tower				2200 Wells Fargo Center
3 Garden Road				90 S. Seventh Street
Hong Kong				Minneapolis, MN 55402
China				(612) 766-8705
021-63321633

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

November 17, 2008

(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.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

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 (“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).


CUSIP No.		G8918E106 89025E103

NAME OF REPORTING PERSON

Fosun Industrial Co., Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong, China

SOLE VOTING POWER

NUMBER OF

10,032,904*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

10,032,904*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,032,904*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.4%*

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

*Number of shares is number of Ordinary Shares. Fosun Industrial Co., Limited holds 2,508,226 American Depositary Shares (“ADSs”), each representing 4 Ordinary Shares. Percent of class is based on 135,349,722 Ordinary Shares reported as issued and outstanding at May 31, 2008 in the Issuer’s Form 20-F for the fiscal year ended December 31, 2007 filed with the Securities and Exchange Commission on June 30, 2008.

This Amendment No. 2 amends the Schedule 13D filed with the Securities and Exchange Commission on October 17, 2008 (the “Original 13D”) by Fosun Industrial Co., Limited (“Fosun Industrial”) with respect to Ordinary Shares and American Depositary Shares (each representing four Ordinary Shares) of Tongjitang Chinese Medicines Company (the “Issuer”), as previously amended by Amendment No. 1 to the Original 13D filed on October 31, 2008. 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.

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. 2 for the aggregate number and percentage of Ordinary Shares underlying the ADSs that are beneficially owned by Fosun Industrial as of November 17, 2008.

(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 November 17, 2008 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.

(c) Since the filing of Amendment No. 1 to the Original 13D, Fosun Industrial purchased a total of 343,700 ADSs for cash in open market transactions on the dates and at the weighted average prices per ADS set forth on Exhibit 99.2, which is attached hereto and incorporated herein by reference.

(d) No other person is known to have 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 7 is hereby amended and restated in its entirety as follows:


Exhibit No.		Description
99.1		List of directors and executive officers of Fosun Industrial and information regarding persons controlling Fosun Industrial (incorporated herein by reference to Exhibit 99.1 to the Original 13D filed on October 17, 2008 by Fosun Industrial with the Commission).

99.2		Information regarding purchases of Tongjitang ADSs by Fosun Industrial since the filing of Amendment No. 1 to the Original 13D (filed herewith).

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 18, 2008

FOSUN INDUSTRIAL CO., LIMITED



	By:	/s/ Wang Qunbin
		Wang Qunbin
		Chairman of the Board of Directors

EX-99.2 2 c47677a2exv99w2.htm EX-99.2 EX-99.2

EXHIBIT 99.2

PURCHASES BY FOSUN INDUSTRIAL OF TONGJITANG ADSs
SINCE THE FILING OF AMENDMENT NO. 1 TO THE ORIGINAL 13D


		Number of	Price Per ADS
		Underlying Ordinary	(excluding
Trade Date	Number of ADSs	Shares	commissions) (US$)

2008-10-31	5,100	20,400	2.2592
2008-11-3	30,000	120,000	2.7781
2008-11-4	26,800	107,200	2.6913
2008-11-5	26,900	107,600	2.5014
2008-11-6	27,700	110,800	2.3967
2008-11-7	8,100	32,400	2.4551
2008-11-10	91,400	365,600	2.7494
2008-11-11	103,600	414,400	3.1644
2008-11-12	100	400	2.7800
2008-11-17	24,000	96,000	2.5650