SC 13D/A

0000950123-10-056158.txt : 20100607 0000950123-10-056158.hdr.sgml : 20100607 20100607065945 ACCESSION NUMBER: 0000950123-10-056158 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100607 DATE AS OF CHANGE: 20100607 GROUP MEMBERS: FOSUN INDUSTRIAL CO., LIMITED 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 13D/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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83729 FILM NUMBER: 10880264 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 13D/A 1 c02145sc13dza.htm SC 13D/A SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

TONGJITANG CHINESE MEDICINES COMPANY

(Name of Issuer)

ORDINARY SHARES

(Title of Class of Securities)

G8918E106

(CUSIP Number)


Mr. Xiaochun Wang	Jianguo Yang	With a copy to:
Room 3030, Four Seasons Place,	Fosun Industrial Co., Limited	Scott Clemens
8 Finance Street, Central,	Level 28	Baker & McKenzie LLP
Hong Kong	Three Pacific Place	Suite 3401, China World Tower 2
(86) 139 1818 3126	1 Queen’s Road East	China World Trade Center
	Hong Kong	1 Jianguomenwai Avenue
	China	Beijing 100004, People’s Republic of China
	(86)(21) 6332 5563	(86)(10) 6535 3971

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

June 7, 2010

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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


1	NAMES OF REPORTING PERSONS Xiaochun Wang


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

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	BK, WC, AF, OO

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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	People’s Republic of China

		7	SOLE VOTING POWER

NUMBER OF			1,200,000

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			52,675,584

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,200,000

WITH		10	SHARED DISPOSITIVE POWER

			52,675,584

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	53,875,584

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

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	51.8%

14	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) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	BK, WC, AF, OO

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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	British Virgin Islands

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			52,675,584

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			52,675,584

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	52,675,584

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

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	50.6%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		G8918E106


1	NAMES OF REPORTING PERSONS Fosun Industrial Co., Limited


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

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	BK, WC

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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Hong Kong, China

		7	SOLE VOTING POWER

NUMBER OF			33,403,392

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			33,403,392

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	33,403,392

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

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	32.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

This Amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange Commission on April 8, 2008 (the “Original 13D”) by Xiaochun Wang, Hanmax Investment Limited (“Hanmax Investment”) and Fosun Industrial Co., Limited (“Fosun Industrial”) with respect to the ordinary shares, par value $0.001 per share (“Ordinary Shares”), including the American Depositary Shares (each representing four Ordinary Shares), of Tongjitang Chinese Medicines Company (the “Issuer”). Unless otherwise stated herein, the Original 13D remains in full force and effect. Terms used therein and not defined herein have the meanings ascribed thereto in the Original 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby supplemented as follows:

The commitment under the Commitment Letter expired on April 30, 2010. On June 4, 2010, Hanmax Investment received a new commitment letter (the “June 4 Commitment Letter”) issued by CITIC Bank International Limited (“CITIC International”) for a term loan facility up to US$25,000,000 to fund the proposed purchase of the Publicly Held Shares, subject to certain terms to be agreed to by the parties, including execution of mutually acceptable definitive documents for the facility, there being no adverse change in the status of financial condition of Hanmax Investment, the accuracy and completeness of all representations and information provided by Hanmax Investment to CITIC International and the payment of all sums payable by Hanmax Investment under the term loan facility. The commitment under the June 4 Commitment Letter expires upon the earlier to occur of execution of definitive credit facility documents and June 24, 2010, subject to extension by CITIC International.

The foregoing description of the material terms of the June 4 Commitment Letter issued to Hanmax Investment by CITIC International is qualified in its entirety by reference to the complete text of such document, which has been filed as an exhibit to this Schedule 13D.

Item 6. Contracts, Arrangements, Understandings, or Relationships with respect to Securities of the Issuer.

Item 6 is hereby supplemented as follows:

For a description of the principal terms of the June 4 Commitment Letter issued to Hanmax Investment for a credit facility to fund the proposed purchase of the Publicly Held Shares, see Item 3.

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby supplemented by adding the following exhibit:


Exhibit 99.8:		Commitment letter with CITIC Bank International Limited to fund the proposed purchase of Publicly Held Shares.

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: June 7, 2010


XIAOCHUN WANG
By:	/s/ Xiaochun Wang
	Name:	Xiaochun Wang


HANMAX INVESTMENT LIMITED
By:	/s/ Xiaochun Wang
	Name:	Xiaochun Wang
	Title:	Director

FOSUN INDUSTRIAL CO., LIMITED
By:	/s/ Qiyu Chen
	Name:	Qiyu Chen
	Title:	Chairman of the Board of Directors

EX-99.8 2 c02145exv99w8.htm EXHIBIT 99.8 Exhibit 99.8

Exhibit 99.8

CITIC BANK
INTERNATIONAL

June 4, 2010

Strictly Confidential

Hanmax Investment Limited
5^th Floor
Block B
Nanshan Medical Device Park
No. 1019 Nanhai Avenue
Nanshan District
Shenzhen

Attn: Mr. Xiaochun Wang

Hanmax Investment Limited Term Loan Facility up to US$25 Million

Dear Mr. Wang,

We understand that Hanmax Investment Limited (the “Company”) and Fosun Industrial Co., Limited (“Fosun”) intend to establish a new joint venture company (“Merger Sub”) which shall be merged with and into Tongjitang Chinese Medicines Company (the “Target”) with Target being the surviving corporation in the merger.

In connection with the foregoing, CITIC Bank International Limited, (“CBI” or the “Lender,” and together with the Company, the “Parties”) is pleased to advise you of its commitment to provide the Company with a term loan facility up to US$25,000,000 (the “Facility”) subject to certain terms to be agreed to by the Parties.

A. Confidentiality

Both Parties agree that this letter is for their confidential use only and that neither its existence nor its terms may be disclosed to any person other than the Parties’ officers, directors, employees, accountants, attorneys and other advisors, agents and representatives, and then only on a confidential and “need to know"^. basis in connection with the transactions contemplated hereby; provided, however, that the Company may disclose the existence and the terms hereof to the extent required by applicable law and stock exchange rules, including disclosure requirements under the Securities Exchange Act of 1934, as amended, the rules and regulations thereunder, and the rules of the New York Stock Exchange and the Hong Kong Stock Exchange. The obligations hereunder of the Parties with respect to confidentiality and non-disclosure shall survive the expiration or termination of this letter.

B. Grant of Mandate

By accepting the terms in this letter, the Company hereby appoints CBI as its exclusive arranger of the Facility and a lender to the Facility. The appointment is subject to satisfaction of the following conditions:

	(a)		the execution of mutually acceptable facility documentation incorporating, among others, the terms required by the Lender.

	(b)		in the opinion of the Lender, there being no material adverse change in the status or financial condition of the Company and its subsidiaries in the international or domestic capital market, or the economic and socio-political situation in the People’s Republic of China or Hong Kong or other jurisdictions, in which the Company and its subsidiaries and/or their principal assets are located, which in the opinion of the Lender, may affect the successful conclusion of this transaction;

	(c)		the accuracy and completeness of all representations and information that the Company makes or provides to CBI and the Company’s compliance with the terms of this letter; and

	(d)		the payment in full of all sums payable by the Company under or in connection with this Facility.

C. Termination

The commitments of the Lender and agreements in this letter will automatically terminate on the earlier of the signing date of the Facility agreement and June 24, 2010, unless extended by the Lender in writing.

The Lender may terminate its obligations under this letter with immediate effect by notifying the Company if, in the Lender’s opinion:

	(a)		any of the conditions set out in paragraph B (Grant of Mandate) is not satisfied: or

	(b)		the Company fails or has failed to disclose to the Lender information which could be material to its decision to arrange the Facility.

D. Governing Law and Jurisdiction

The Company shall not assign or transfer any of its rights or obligations under this letter without

the prior written consent of the Lender. This letter is governed by the laws of the Hong Kong Special Administrative Region (“HKSAR”). The Parties hereto submit to the non-exclusive jurisdiction of the HKSAR courts.

If you agree to the above, please sign, date and return to the Lender a copy of this letter before the close of business of June 7, 2010 failing which this letter shall be of no further effect.

Should you have any questions arising from this letter, please feel free to contact any of the undersigned.

CITIC
INTERNATIONAL

Yours sincerely,

For and on behalf of
CITIC Bank International Limited


/s/ Stephen Ching		/s/ Sunny Ng
Stephen Ching		Sunny Ng
Executive Vice President &		Senior Vice President &
Head of Structured Finance & Syndication		Head of China Corporates, Hong Kong

Accepted and agreed to:
Hanmax Investment Limited

/s/ Xiaochun Wang
Name: Xiaochun Wang
Title: Director
Date: June 4, 2010