SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

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)

April 14, 2011
(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

CUSIP No.		G8918E106

CUSIP No.		G8918E106

TABLE OF CONTENTS

Item 4. Purpose of Transaction

Item 5. Interest in Securities of the Company

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

Item 7. Material to Be Filed as Exhibits

Signature

Exhibit 99.12

This Amendment No. 5 amends the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on April 8, 2010 (the “Original 13D”) by Xiaochun Wang, Hanmax Investment Limited (“Hanmax Investment”) and Fosun Industrial Co., Limited (“Fosun Industrial” and, together with Mr. Xiaochun Wang and Hanmax Investment, the “Reporting Persons”) with respect to the ordinary shares, par value $0.001 per share (“Shares”), including the American Depositary Shares (“ADSs”), each of which represents four Shares, of Tongjitang Chinese Medicines Company (the “Company”) as previously amended by Amendment No. 1 to the Original 13D filed on June 7, 2010, Amendment No. 2 to the Original 13D filed on August 2, 2010, Amendment No. 3 to the Original 13D filed on October 12, 2010 and Amendment No. 4 to the Original 13D filed on November 4, 2010. Unless otherwise stated herein, the Original 13D as previously amended remains in full force and effect. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Original 13D.

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

On March 31, 2011, at 10:00 a.m. (China time), an extraordinary general meeting of shareholders of the Company was held at 5th Floor, Block B, Nanshan Medical Device Park, 1019 Nanhai Avenue, Nanshan District, Shenzhen, 518067 Guangdong Province, the People’s Republic of China. At the extraordinary general meeting, the Company’s shareholders voted to approve the Merger and to approve and adopt the agreement and plan of merger dated as of October 29, 2010, as amended on February 21, 2011 (the “Merger Agreement”), among the Company, Hanmax Investment, Fosun Industrial and Tonsun International Company Limited (“Merger Sub”), and the other transactions contemplated thereby. No holders of Shares have validly exercised their appraisal rights under Cayman Islands law.

On April 14, 2011, Merger Sub and the Company filed a plan of merger (the “Plan of Merger”) with the Registrar of Companies of the Cayman Islands (“Cayman Registrar”) and on April 14, 2011, the Plan of Merger was registered by the Cayman Registrar, pursuant to which the Merger was consummated. As a result of the Merger, the Company will continue its operations as a privately-held company owned solely by Hanmax Investment and Fosun Industrial.

At the effective time of the Merger, each Share and ADS issued and outstanding immediately prior to the effectiveness of the Merger (other than the Shares and ADSs owned by Hanmax Investment and Fosun Industrial and their subsidiaries) was cancelled in exchange for the right to receive $1.125 in cash per Share ($4.50 per ADS), in each case without interest and less any applicable taxes. In addition, each outstanding option to purchase Shares under the Company’s 2006 Share Incentive Plan was cancelled without payment of any consideration from the Company for such options because no such option had an exercise price that was less than the $1.125 per Share merger consideration. The Company will award cash consideration of $50,000 to each of the independent committee members in lieu of the issuance of restricted shares previously granted to them under the Company’s 2006 Share Incentive Plan. In addition, at the effective time of the Merger, the separate corporate existence of Merger Sub ceased.

Immediately prior to the Merger (a) the authorized share capital of Merger Sub was US$50,000 divided into 50,000,000 ordinary shares of US$0.001 par value per share, all of which had been issued and fully paid, and (b) the authorized share capital of the Company was US$500,000 divided into 500,000,000 ordinary shares of US$0.001 par value per share of which 104,066,526 ordinary shares had been issued and fully paid. Pursuant to the Plan of Merger, each issued and outstanding ordinary share of Merger Sub has been converted into and continues as an ordinary share of the Company in accordance with the provisions of the Merger Agreement. Following the Merger, the authorized share capital of the Company is US$50,000 divided into 50,000,000 ordinary shares of US$0.001 par value per share, of which, (a) Hanmax Investment and Wang Xiaochun beneficially own and share voting and dispositive power with respect to 33,950,000 ordinary shares, or 67.9% of the issued and outstanding ordinary shares and (b) Fosun Industrial beneficially owns and has sole voting and dispositive power with respect to 16,050,000 ordinary shares, or 32.1% of the issued and outstanding ordinary shares.

The removal of the ADSs from listing on the New York Stock Exchange will be effective 10 days after the filing of Form 25. The withdrawal of registration of the ADSs registered under Section 12(b) of the Securities Exchange Act of 1934, as amanded, will take effect in 90 days, or such shorter period as the SEC may determine, after the Form 25 is filed with the SEC. For purposes of Section 12 of the Exchange Act, the ADSs will no longer be considered listed on a national securities exchange upon the effective date of delisting even though the withdrawal of registration is effective at a later time. The Company’s duty to file any reports under Section 13(a) of the Exchange Act and the rules and regulations thereunder as a result of the ADS’s registration under Section 12(b) of the Exchange Act will be suspended upon the effective date of the delisting.

Item 5. Interest in Securities of the Company

Item 5 is hereby amended and supplemented as follows:

As of April 14, 2011, the beneficial ownership of each Reporting Person is based on a total of 50,000,000 ordinary shares issued and outstanding as of April 14, 2011. All of the share numbers reported below are as of April 14, 2011.

		Amount																				Shared
		Beneficially				Percentage of				Sole Voting				Shared Voting				Sole Dispositive				Dispositive
Name of Person		Owned(1)				Class(2)				Power				Power				Power				Power
Xiaochun Wang			33,950,000				67.9	%			—				33,950,000				—				33,950,000
Hanmax Investment			33,950,000				67.9	%			—				33,950,000				—				33,950,000
Fosun Industrial			16,050,000				32.1	%			16,050,000				—				16,050,000				—

Except as described herein, none of the Reporting Persons has effected any transactions in the ordinary shares during the past 60 days.

No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, ordinary shares beneficially owned by the Reporting Persons.

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

Item 6 is hereby amended and supplemented as follows:

On April 14, 2011, Merger Sub and the Company executed the Plan of Merger and filed the Plan of Merger and other documents required by the Cayman Companies Law with the Cayman Registrar as provided in Section 233 of the Cayman Companies Law. The Merger became effective on April 14, 2011, at the time when the Plan of Merger was registered by the Cayman Registrar. The description of the Plan of Merger set forth under Item 4 is incorporated by reference into this Item 6 and is qualified in its entirety by the full text of the Plan of Merger. The Plan of Merger is being filed as an exhibit to this Amendment No. 5 to the Original 13D.

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby supplemented by adding the following exhibit:

99.12		Plan of Merger dated April 14, 2011, by and among Tonsun International Company Limited and Tongjitang Chinese Medicines Company

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: April 15, 2011

Exhibit 99.12

PLAN OF MERGER

THIS PLAN OF MERGER is made on 14 April 2011

BETWEEN

(1)		TONSUN INTERNATIONAL COMPANY LIMITED, an exempted company incorporated under the laws of the Cayman Islands on 20 October 2010, with its registered office situate at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (“Tonsun”); and
(2)		TONGJITANG CHINESE MEDICINES COMPANY, an exempted company incorporated under the laws of the Cayman Islands on 16 May 2006, with its registered office situate at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“Tongjitang” or “Surviving Company” and together with Tonsun, the “Constituent Companies”).

WHEREAS

(a)		Tonsun and Tongjitang have agreed to merge (the “Merger”) on the terms and conditions contained or referred to in an agreement (the “Agreement”) dated 29 October 2010, as amended on 21 February 2011, made between Fosun Industrial Co. Limited; Hanmax Investment Limited; Tonsun and Tongjitang, a copy of which is attached as Annex A to this Plan of Merger and under the provisions of Part XVI of the Companies Law (2010 Revision) (the “Companies Law”).
(b)		This Plan of Merger is made in accordance with section 233 of the Companies Law.

WITNESSETH:

CONSTITUENT COMPANIES

1.

The Constituent Companies to the Merger are Tonsun International Company Limited and Tongjitang Chinese Medicines Company.

NAME OF THE SURVIVING COMPANY

2.

The name of the Surviving Company shall be Tongjitang Chinese Medicines Company.

REGISTERED OFFICE

3.

The current registered office of the Constituent Company is at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands and the current registered office of the Surviving Company is at the offices of Maples Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. Upon the Merger becoming effective, each Constituent Company has, and the Surviving Company shall have, its registered office at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

AUTHORISED AND ISSUED SHARE CAPITAL

4.		Immediately prior to the Merger the authorized share capital of Tonsun was U.S.$50,000 divided into 50,000,000 ordinary shares of US$0.001 par value per share all of which have been issued.
5.		Immediately prior to the Merger the authorized share capital of Tongjitang was U.S.$500,000 divided into 500,000,000 ordinary shares of US$0.001 par value per share of which 104,066,526 ordinary shares had been issued and fully paid.
6.		The authorized share capital of the Surviving Company shall be U.S.$50,000 divided into 50,000,000 ordinary shares of US$0.001 par value per share.
7.		Each issued and outstanding ordinary share of Tonsun shall be converted into and continue as an ordinary share of the Surviving Company in accordance with the provisions of the Agreement.
8.		On the Effective Date (as defined below) the shares of the Surviving Company shall:

	(a)		be entitled to one vote per share;
	(b)		be entitled to such dividends as the Board of Directors may from time to time declare;
	(c)		in the event of a winding-up or dissolution of the Surviving Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, be entitled to the surplus assets; and
	(d)		generally be entitled to enjoy all of the rights attaching to shares;

in each case as set out in the Articles (as defined below).

EFFECTIVE DATE

9.

The Merger shall take effect immediately on the date this Plan of Merger is registered by the Registrar of Companies (the “Effective Date”).

PROPERTY

10.

On the Effective Date the rights, property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges of each of the Constituent Companies shall immediately vest in the Surviving Company which shall be liable for and subject to, in the same manner as the Constituent Companies, all mortgages, charges, security interests, contracts, obligations, claims, debts and liabilities of each of the Constituent Companies.

MEMORANDUM AND ARTICLES OF ASSOCIATION

11.

The Memorandum of Association and Articles of Association of Tonsun immediately prior to the Effective Date shall be the Memorandum of Association and Articles of Association of the Surviving Company (save for references to the name).

DIRECTORS BENEFITS

12.

There are no amounts or benefits payable to the directors of the Constituent Companies on the Merger becoming effective.

DIRECTORS OF THE SURVIVING COMPANY

13.

The names and addresses of the directors of the Surviving Company are as follows:

NAME		ADDRESS
Xiaochun WANG		Room 3030, Four Seasons Place 8 Finance Street, Central, Hong Kong
Qian XU		No. 12, Unit 1, Building 47 No. 21 Jigui Road, Yunyan District Guiyang City, Guizhou Province, P.R. China
Zhiping CUI		Room 602, No. 28, Lane 525 Guangzhong Road, Shanghai, P.R. China

SECURED CREDITORS

14.		(a)		Tonsun International Company Limited has no secured creditors; and
		(b)		Tongjitang Chinese Medicines Company has no secured creditors.

RIGHT OF TERMINATION

15.

The directors of Tongjitang may terminate this Plan of Merger immediately prior to the Effective Date in the event that financing has not been made available under the terms of a facility agreement dated 24 September 2010 made between Hanmax Investment Limited as borrower, CITIC Bank International Limited as arranger, CITIC Bank International Limited as original lender, CITIC Bank International Limited as agent, and CITIC Bank International Limited as security trustee, or through such alternative sources as permitted by the Agreement.

Each of the undersigned, being all of the Directors of the Constituent Companies, has executed this Plan of Merger, which may be executed by facsimile and in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, on the date indicated alongside the name below.

For and on behalf of TONSUN INTERNATIONAL COMPANY LIMITED:

/s/ Xiaochun WANG		31 March, 2011
Xiaochun WANG		Date:
Director
/s/ Qian XU		31 March, 2011
Qian XU		Date:
Director
/s/ Zhiping CUI		31 March, 2011
Zhiping CUI		Date:
Director

For and on behalf of TONGJITANG CHINESE MEDICINES COMPANY:

/s/ Yan CHEN		6 April, 2011
Yan CHEN		Date:
Director
/s/ Xiaochun WANG		6 April, 2011
Xiaochun WANG		Date:
Director
/s/ Yongcun CHEN		6 April, 2011
Yongcun CHEN		Date:
Director
/s/ David Ray WHITE		6 April, 2011
David Ray WHITE		Date:
Director
/s/ Harry K. GENANT		4 April, 2011
Harry K. GENANT		Date:
Director