0000905148-11-001472.txt : 20110810 0000905148-11-001472.hdr.sgml : 20110810 20110810172520 ACCESSION NUMBER: 0000905148-11-001472 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110810 DATE AS OF CHANGE: 20110810 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Medical Technologies, Inc. CENTRAL INDEX KEY: 0001326059 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81526 FILM NUMBER: 111025241 BUSINESS ADDRESS: STREET 1: NO.24 YONG CHANG NORTH ROAD STREET 2: BEIJING ECONOMIC-TECHNOLOGICAL CITY: DEVELOPMENT AREA, BEIJING STATE: F4 ZIP: 100176 BUSINESS PHONE: (86-10) 6787 1166 MAIL ADDRESS: STREET 1: NO.24 YONG CHANG NORTH ROAD STREET 2: BEIJING ECONOMIC-TECHNOLOGICAL CITY: DEVELOPMENT AREA, BEIJING STATE: F4 ZIP: 100176 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEYWISE CAPITAL MANAGEMENT Ltd CENTRAL INDEX KEY: 0001473434 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WALKER HOURSE STREET 2: 87 MARY STREET CITY: GRAND CAYMAN STATE: E9 ZIP: KYI-9002 BUSINESS PHONE: 28157991 MAIL ADDRESS: STREET 1: ROOM 4004-6, 40/F, COSCO TOWER STREET 2: 183 QUEEN'S ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 000 SC 13G/A 1 efc11-481_sc13ga.htm efc11-481_sc13ga.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549



 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
CHINA MEDICAL TECHNOLOGIES, INC.
(Name of Issuer)
 
American Depositary Shares, each representing 10 Ordinary Shares, par value $0.10 per share
(Title of Class of Securities)
 
169483104
(CUSIP Number)
 
August 8, 2011
(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)
 
[X]           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 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 (the “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).
 

Continued on following pages
Page 1 of 9 Pages
Exhibit Index:  Page 8
 
 
 
 
 
 
 
 
SCHEDULE 13G
 
 
CUSIP No.:  169483104  
Page 2 of 9 Pages
                        
1.
Names of Reporting Persons.
 
KEYWISE CAPITAL MANAGEMENT LIMITED
2.
Check the Appropriate Box if a Member of a Group
 
(a) [  ]
(b) [  ]
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Cayman Islands
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
3,529,710
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
3,529,710
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,529,710
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
10.9%
12.
Type of Reporting Person:
 
OO

 
 
SCHEDULE 13G
 
 
CUSIP No.:  169483104  
Page 3 of 9 Pages
                        
1.
Names of Reporting Persons.
 
FANG ZHENG
2.
Check the Appropriate Box if a Member of a Group
 
(a) [  ]
(b) [  ]
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
People's Republic of China
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
3,625,910
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
3,625,910
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,625,910
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
11.2%
12.
Type of Reporting Person:
 
IN, HC

 
 
 
 
 
 
 
 
   
Page 4 of 9 Pages
 
Item 1(a). 
Name of Issuer:
 
China Medical Technologies, Inc. (the “Issuer”), a foreign private issuer as defined in Rule 3b-4 of the Act, according to the Issuer's Form 20-F, filed July 18, 2011
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
No. 24 Yong Chang North Road, Beijing Economic-Technological Development Area, Beijing 100176, People’s Republic of China
 
Item 2(a). 
Name of Person Filing:
 
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
 
 
i)
Keywise Capital Management Limited (“Keywise Cayman”);
 
 
ii) 
Fang Zheng (“Mr. Zheng”).
 
This Statement relates to Shares (as defined herein) held for the accounts of KSB Feng Huang Development Master Fund, a Cayman Islands exempted company (“KSB Development Master Fund”); Keywise Greater China Master Fund, a Cayman Islands exempted company (“Keywise Greater China Master Fund”); Keywise Greater China Opportunities Master Fund, a Cayman Islands exempted company (“Keywise Opportunities Master Fund”); Keywise Phoenix Development Master Fund, a Cayman Islands exempted company (“Keywise Phoenix Master Fund”); Trojans Asia Master Fund, a Cayman Islands exempted company (“Trojans Asia Master Fund”); and a certain managed account (“Managed Account”).

Keywise Cayman serves as investment manager to each of KSB Development Master Fund, Keywise Greater China Master Fund, Keywise Opportunities Master Fund and Keywise Phoenix Master Fund.  Keywise Capital Management (HK) Limited, serves as the investment manager over the Managed Account, and serves as the investment adviser to Keywise Cayman and to each of KSB Development Master Fund, Keywise Greater China Master Fund, Keywise Opportunities Master Fund and Keywise Phoenix Master Fund.   Mr. Zheng serves as the Director of Keywise Cayman and Keywise Capital Management (HK) Limited, and as portfolio manager of Trojans Capital Management Limited, a Cayman Islands exempted company, which is the investment manager to Trojans Asia Master Fund, and, in such capacities, Mr. Zheng may be deemed to have voting and dispositive power over the Shares held for the account of KSB Development Master Fund, Keywise Greater China Master Fund, Keywise Opportunities Master Fund, Keywise Phoenix Master Fund, Trojans Asia Master Fund and the Managed Account.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
The address of the principal business office of Keywise Cayman is Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9005, Cayman Islands.
 
The address of the principal business office of Mr. Zheng is Room 4004-6, COSCO Tower, 183 Queen’s Road Central, Hong Kong.
 
 
                      
 
 
 
 
   
Page 5 of 9 Pages
 
Item 2(c).
Citizenship:
 
 
i)
Keywise Cayman is a Cayman Islands exempted company with limited liability;
 
 
ii) 
Mr. Zheng is a citizen of the People's Republic of China.
 
Item 2(d).
Title of Class of Securities:
 
American Depositary Shares, each representing 10 Ordinary Shares, par value $0.10 per share (the “Shares”)
 
Item 2(e). 
CUSIP Number:
 
169483104
 
Item 3.
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
 
This Item 3 is not applicable.
 
Item 4. 
Ownership:
 
Item 4(a) 
Amount Beneficially Owned
 
As of August 9, 2011, Keywise Cayman may be deemed the beneficial owner of 3,529,710 Shares, consisting of: (A) 215,700 Shares held for the account of KSB Development Master Fund; (B) 750,746 Shares held for the account of Keywise Greater China Master Fund; (C) 1,458,988 Shares held for the account of Keywise Opportunities Master Fund; (D) 333,708 Shares held for the account of Keywise Phoenix Master Fund; and (E) 770,568 Shares held for the account of the Managed Account.
 
As of August 9, 2011, Mr. Zheng may be deemed the beneficial owner of 3,625,910 Shares, consisting of the Shares beneficially owned by Keywise Cayman, as described above, and 96,200 Shares held for the account of Trojans Asia Master Fund.
 
Item 4(b) 
Percent of Class:
 
As of August 9, 2011, Keywise Cayman may be deemed the beneficial owner of approximately 10.9% of Ordinary Shares outstanding.  (There were 322,680,001 Ordinary Shares outstanding as of March 31, 2011, according to the Issuer’s Form 20-F, filed July 18, 2011, with 10 Ordinary Shares equal to 1 American Depositary Share.  Keywise Cayman may be deemed the beneficial owner of 35,297,100 Ordinary Shares upon conversion of its Shares.)
 
As of August 9, 2011, Mr. Zheng may be deemed the beneficial owner of approximately 11.2% of Ordinary Shares outstanding.  (There were 322,680,001 Ordinary Shares outstanding as of March 31, 2011, according to the Issuer’s Form 20-F, filed July 18, 2011, with 10 Ordinary Shares equal to 1 American Depositary Share.  Mr. Zheng may be deemed the beneficial owner of 36,259,100 Ordinary Shares upon conversion of his Shares.) 
 
Item 4(c) 
Number of Shares of which such person has:
 
 
Keywise Cayman:
 
(i) Sole power to vote or direct the vote:
 
0
(ii) Shared power to vote or direct the vote:
 
3,529,710
(iii) Sole power to dispose or direct the disposition of:
 
0
(iv) Shared power to dispose or direct the disposition of:
3,529,710
 
Mr. Zheng:
 
(i) Sole power to vote or direct the vote:
 
0
(ii) Shared power to vote or direct the vote:
 
3,625,910
(iii) Sole power to dispose or direct the disposition of:
 
0
(iv) Shared power to dispose or direct the disposition of:
3,625,910
 
 
 
 
 
 
 
 
 
Page 6 of 9 Pages
 
Item 5. 
Ownership of Five Percent or Less of a Class:
 
This Item 5 is not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
This Item 6 is 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:
 
See disclosure in Item 2 hereof.
 
Item 8. 
Identification and Classification of Members of the Group:
 
This Item 8 is not applicable.
 
Item 9.
Notice of Dissolution of Group:
 
This Item 9 is not applicable.
 
Item 10. 
Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
 
 
 
Page 7 of 9 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.
 
 
  KEYWISE CAPITAL MANAGEMENT LIMITED  
     
 
By:
 /s/ Fang Zheng  
  Name: Fang Zheng  
  Title: Director of Keywise Capital Management Limited  
       
 
  FANG ZHENG  
     
 
By:
 /s/ Fang Zheng  
       
 
 
 
 
 
 
August 10, 2011
 
 
 
 
 
 
 

 
 
 

Page 8 of 9 Pages
 
EXHIBIT INDEX
 
Ex.
  
Page No.
 
1
Joint Filing Agreement
9
 
 
 
 
 

 
 
 

 
     
 Page 9 of 9 Pages
       
 
 
 
EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned agree that the statement on Schedule 13G with respect to the American Depositary Shares of China Medical Technologies, Inc., dated as of August 10, 2011, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

   
KEYWISE CAPITAL MANAGEMENT LIMITED
     
   
By:  /s/ Fang Zheng                                                                                                  
   
Name:  Fang Zheng
   
Title:    Director of Keywise Capital Management Limited
     
     
   
FANG ZHENG
 
By:  /s/ Fang Zheng                                                              
 
August 10, 2011