Schedule 13G Amendment #1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WRlvEPYAduaVAmJd1T+klgofcWirL9TSzBnB2Y6T6OaMdsfYvrxNmGuIHryQW/Ms 0l9geWpdcJBKHDfF9d1z0g== 0001193125-09-030809.txt : 20090217 0001193125-09-030809.hdr.sgml : 20090216 20090217134445 ACCESSION NUMBER: 0001193125-09-030809 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lou Dan CENTRAL INDEX KEY: 0001425880 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 86-24-2536-8828 MAIL ADDRESS: STREET 1: NO. 3 A1, ROAD 10 STREET 2: SHENYANG ECONOMY & TECHNOLOGY DEVELOPMEN CITY: SHENYANG STATE: F4 ZIP: 110027 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 3SBio Inc. CENTRAL INDEX KEY: 0001383790 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82724 FILM NUMBER: 09609678 BUSINESS ADDRESS: STREET 1: NO.3 A1, ROAD 10 SHENYANG STREET 2: ECONOMY & TECHNOLOGY DEVELOPMENT ZONE CITY: SHENYANG STATE: F4 ZIP: 110027 BUSINESS PHONE: 86-24-2581-1820 MAIL ADDRESS: STREET 1: NO.3 A1, ROAD 10 SHENYANG STREET 2: ECONOMY & TECHNOLOGY DEVELOPMENT ZONE CITY: SHENYANG STATE: F4 ZIP: 110027 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT #1 Schedule 13G Amendment #1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO

FILED PURSUANT TO 13d-2

(Amendment No. 1)

3SBio Inc.

(Name of Issuer)

Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

88575Y 10 5¹

(CUSIP Number)

December 31, 2008

(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)

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 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).

¹	This CUSIP number applies to the Issuer’s American Depositary Shares, each representing seven Ordinary Shares.


CUSIP NO. 88575Y 10 5		Schedule 13G		Page 2 of 5 Pages


1		NAME OF REPORTING PERSON Dan Lou
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION The People’s Republic of China


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 4,830,420 Ordinary Shares
		6 SHARED VOTING POWER 0
		7 SOLE DISPOSITIVE POWER 11,429,898 Ordinary Shares
		8 SHARED DISPOSITIVE POWER 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,429,898 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 7.57%²
12	TYPE OF REPORTING PERSON IN

²	Based on 151,054,069 Ordinary Shares issued and outstanding as of December 31, 2008.


CUSIP NO. 88575Y 10 5		Schedule 13G		Page 3 of 5 Pages


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:

		Dan Lou

ITEM 2 (b).		ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

		c/o Shenyang Sunshine Pharmaceutical Co. Ltd. No. 3 A1, Road 10 Shenyang Economic & Technology Development Zone Shenyang 110027 People’s Republic of China

ITEM 2 (c)		CITIZENSHIP:

		The People’s Republic of China.

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.


CUSIP NO. 88575Y 10 5		Schedule 13G		Page 4 of 5 Pages


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, 2008. The percentage amount is based on 151,054,069 Ordinary Shares issued and outstanding as of December 31, 2008, 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:
Dan Lou	11,429,898	7.57	%	4,830,420	—	11429898	—


		Witty Mind International Limited, a British Virgin Islands international business company, is the record holder of 4,830,420 Ordinary Shares of the Issuer. Mr. Lou is the sole director and the sole beneficial owner of Witty Mind International Limited. Pursuant to Rule 13d-3 under the Act, Mr. Lou may be deemed to be the beneficial owner of the 4,830,420 Ordinary Shares of the Issuer owned by Witty Mind International Limited. In addition, Mr. Lou is the beneficial owner of 6,599,478 Ordinary Shares of the Issuer held in trust on his behalf by Achieve Well International Limited (the “Trust Shares”). Mr. Lou has the sole dispositive power in respect to the Trust Shares. Achieve Well International Limited has the voting power 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 5 percent of the class of securities, check the following: ¨

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


CUSIP NO. 88575Y 10 5		Schedule 13G		Page 5 of 5 Pages

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 16, 2009

Dan Lou

/s/ Dan Lou

Dan Lou

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