Schedule 13G/Amendment No. 2

0000950123-10-009013.txt : 20100205 0000950123-10-009013.hdr.sgml : 20100205 20100205060359 ACCESSION NUMBER: 0000950123-10-009013 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100205 DATE AS OF CHANGE: 20100205 GROUP MEMBERS: HANMAX INVESTMENT LIMITED GROUP MEMBERS: XIAOCHUN WANG FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WANG XIAOCHUN CENTRAL INDEX KEY: 0001426075 FILING VALUES: FORM TYPE: SC 13G/A 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 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83729 FILM NUMBER: 10575583 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 SC 13G/A 1 c95758sc13gza.htm SCHEDULE 13G/AMENDMENT NO. 2 Schedule 13G/Amendment No. 2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

Tongjitang Chinese Medicines Company

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G8918E106

(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:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ 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).


CUSIP No.		G8918E106


1	NAMES OF REPORTING PERSONS Xiaochun Wang


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	People’s Republic of China

		5	SOLE VOTING POWER

NUMBER OF			1,425,692 ordinary shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			53,875,584 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,425,692 ordinary shares

WITH:		8	SHARED DISPOSITIVE POWER

			53,875,584 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	53,875,584 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)

	51.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		G8918E106


1	NAMES OF REPORTING PERSONS Hanmax Investment Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	British Virgin Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			52,449,892 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			52,449,892 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	52,449,892 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)

	50.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


ITEM 1(a).		NAME OF ISSUER:

		Tongjitang Chinese Medicines Company

ITEM 1(b).		ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

		5th Floor, Block B Nanshan Medical Device Park 1019 Nanhai Avenue, Nanshan District Shenzhen, 518067 Guangdong Province People’s Republic of China

ITEM 2(a).		NAME OF PERSON FILING:

		Xiaochun Wang Hanmax Investment Limited

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

		Xiaochun Wang 5th Floor, Block B Nanshan Medical Device Park 1019 Nanhai Avenue, Nanshan District Shenzhen, 518067 Guangdong Province People’s Republic of China

		Hanmax Investment Limited c/o Tongjitang Chinese Medicines Company 5th Floor, Block B Nanshan Medical Device Park 1019 Nanhai Avenue, Nanshan District Shenzhen, 518067 Guangdong Province People’s Republic of China

ITEM 2(c).		CITIZENSHIP:

		Xiaochun Wang — People’s Republic of China

		Hanmax Investment Limited — British Virgin Islands

ITEM 2(d).		TITLE OF CLASS OF SECURITIES:

		Ordinary Shares

ITEM 2(e).		CUSIP NUMBER:

		G8918E106


ITEM 3.		Not Applicable

ITEM 4.		OWNERSHIP

		The following information with respect to the ownership of the ordinary shares, with a par value of US$0.001 per share, of Tongjitang Chinese Medicines Company (the “Issuer”) by each of the reporting persons is provided as of December 31, 2009:

Sole

Shared

power to

Sole power to

Shared power to

Amount

vote or

vote or to

dispose or to

beneficially

Percent

direct

direct the

Reporting Person

owned:

of class:

the vote:

disposition of:

Xiaochun Wang ⁽¹⁾

53,875,584

51.2

⁽²⁾

1,425,692

53,875,584

1,425,692

53,875,584

Hanmax Investment Limited

52,449,892

50.4

⁽³⁾

52,449,892


(1)		Xiaochun Wang is the direct beneficial owner of 1,425,692 ordinary shares, which include 1,200,000 ordinary shares of the Issuer that Xiaochun Wang has the right to acquire upon exercise of options within 60 days after December 31, 2009. In addition, 52,449,892 ordinary shares are directly held by Hanmax Investment Limited (“Hanmax”), a British Virgin Islands company that is wholly owned and controlled by Xiaochun Wang. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Xiaochun Wang may be deemed to beneficially own all of these 52,449,892 ordinary shares held by Hanmax. As a result, Xiaochun Wang is deemed to beneficially own an aggregate of 53,875,584 ordinary shares of the Issuer.

(2)		Based on the sum of: (a) 104,066,526 ordinary shares of the Issuer outstanding as of December 31, 2009; and (b) 1,200,000 ordinary shares that Xiaochun Wang has the right to acquire upon exercise of options within 60 days after December 31, 2009.

(3)		Based on 104,066,526 ordinary shares of the Issuer outstanding as of December 31, 2009.


ITEM 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

		Not applicable

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 OR CONTROL PERSON

		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 5, 2010



Xiaochun Wang	/s/ Xiaochun Wang
	Xiaochun Wang



Hanmax Investment Limited	By:	/s/ Xiaochun Wang
		Name:	Xiaochun Wang
		Title:	Director

LIST OF EXHIBITS


Exhibit No.		Description

99.1		Joint Filing Agreement

EX-99.1 2 c95758exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0.001 per share, of Tongjitang Chinese Medicines Company, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Signature page to follow]

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 5, 2010.



Xiaochun Wang	/s/ Xiaochun Wang
	Xiaochun Wang



Hanmax Investment Limited	By:	/s/ Xiaochun Wang
		Name:	Xiaochun Wang
		Title:	Director