20-F/A 1 v237107_20fa.htm FORM 20-F/A Unassociated Document
 

 
  UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 20-F/A
 
 
(Amendment No. 1)

 
 
(Mark One)
¨
Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
 
or
 
x
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the fiscal year ended December 31, 2009
 
or
 
¨
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from              to             
 
or
 
¨
Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of event requiring this shell company report                     
 
Commission file number 001-33295

 
3SBio Inc.
(Exact Name of Registrant as Specified in Its Charter)

 
Cayman Islands
(Jurisdiction of Incorporation or Organization)
 
No. 3 A1, Road 10
Shenyang Economy & Technology Development Zone
Shenyang 110027
People’s Republic of China
(Address of Principal Executive Offices)

 
Bo Tan, Chief Financial officer
No. 3 A1, Road 10
Shenyang Economy & Technology Development Zone
Shenyang 110027
People’s Republic of China

Telephone (China): 86.24.2581.1820
Email:  ir@3sbio.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 
 
 
 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class
Name of Each Exchange on Which Registered
American Depositary Shares, each representing seven ordinary shares, par value US$0.0001 per share
 The NASDAQ Stock Market LLC
 

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None

 
Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
 
150,641,461 ordinary shares, par value US$0.0001, as of December 31, 2009
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  ¨    No  x
 
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  x
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer      Accelerated filer   x
   Non-accelerated filer 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
U.S. GAAP x    International Financial Reporting Standards as issued by the International Accounting Standards Board      Other  
 
Indicate by check mark which financial statement item the registrant has elected to follow.
 
Item 17  ¨    Item 18  x
 
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes¨    No  x

 
 
 

EXPLANATORY NOTE


3SBio Inc. (“Registrant”) hereby amends its Annual Report on Form 20-F for the fiscal year ended December 31, 2009 previously filed with the Securities and Exchange Commission (the  “Commission” ) on June 25, 2010 (“Original 20-F Filing”).


Summary of Changes

This Amendment No. 1, and Amendments  No.2 and No.3 as separately filed, to the Original 20-F Filing on Form 20-F/A (respectively “Amendment No. 1”, “Amendment No. 2”, and “Amendment No. 3”, and, together, "Amendments") are being filed with respect to:

(1) Exhibit 4.7 “Sanitary Piping System Contract between Shenyang Sunshine Pharmaceutical Company Limited and Shanghai Macroprocess Technology Co. Ltd.” and

(2)  Exhibit 4.8 “Installation Contract for the Core Cleanroom Area of the New Plant between Shenyang Sunshine Pharmaceutical Company Limited, and, Suntec Cleanroom & HVAC Engineering Co. Ltd. and Suntec (Suzhou) Cleanroom System Co. Ltd.”

in response to the review comments by the Commission regarding the confidential treatment request, by:

Adding to the Original 20-F Filing all contents of the Appendices of Exhibit 4.7 and the Appendices of Exhibit 4.8 except those files not subject to public filing as permitted by the approval of the confidential treatment request, (such contents as hereby publicly filed, respectively, “Exhibit 4.7 Appendices Public Documents”, and “Exhibit 4.8 Appendices Public Documents”).

EDGAR File Number Limitation

Due to the number of files technically allowable in the Edgar system in a single filing being limited,  the Exhibit 4.7 Appendices Public Documents and Exhibit 4.8 Appendices Public Documents are filed in three Amendments of No. 1 to 3.

Specific Changes in this Amendment:

·  
Exhibit 4.7:

(1)  
The description of the Appendices, appearing at the end of Exhibit 4.7 “English Translation of the Contract Form”, is revised.
 
 
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(2)  
An Index to Exhibit 4.7 Appendices Public Documents and the English translation copy of each of the Exhibit 4.7 Appendices Public Documents are added to and as a part of the publicly filed Exhibit 4.7.

Confidential Contents Omitted

IN THE CONTRACT FORM AND THE APPENDICES, “ ***** ” INDICATES THAT CERTAIN MATERIAL, WITH ASTERISKS AS PLACEHOLDERS, HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIALS HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Limited Amendment

Except as specifically and expressly disclosed in this filing, this Amendment No. 1 does not, and does not purport to, amend, update or restate any information in any Items or sections of the Original 20-F Filing, or reflect any events having occurred after the filing of the Original 20-F Filing on June 25, 2010.

All statements in this Explanatory Note are subject to and qualified by the full contents of the Amendment No. 1 .
______________________________________________________________________



PART III

 
ITEM 19.                          EXHIBITS
Exhibit
Number
  
Description of Exhibits
1.1
  
Amended and Restated Memorandum of Association of 3SBio Inc. (incorporated by reference to Exhibit 3.1 from our F-1 registration statement (File No. 333-140099), as amended, initially filed with the Commission on January 19, 2007)
   
1.2
  
Amended and Restated Articles of Association of 3SBio Inc. (incorporated by reference to Exhibit 3.2 from our F-1 registration statement (File No. 333-140099), as amended, initially filed with the Commission on January 19, 2007)
   
2.1
  
Form of Share Certificate of 3SBio Inc. (incorporated by reference to Exhibit 4.1 from our F-1 registration statement (File No. 333-140099), as amended, initially filed with the Commission on January 19, 2007)
   
2.2
  
Form of Deposit Agreement, including Form of ADR, of 3SBio Inc. (incorporated by reference to Exhibit 4.2 from our F-1 registration statement (File No. 333-140099), as amended, initially filed with the Commission on January 19, 2007)
   
4.1
  
2006 Stock Plan adopted by 3SBio Inc., dated as of September 5, 2006 (incorporated by reference to Exhibit 10.1 from our F-1 registration statement (File No. 333-140099), as amended, initially filed with the Commission on January 19, 2007)
   
4.2**
  
First Amendment to 2006 Stock Plan
   
4.3**
  
2010 Equity Incentive Plan
 
 
4
 
 
4.4
  
Form Purchase Contract for FCS between Shenyang Sunshine Pharmaceutical Company Limited and Shanghai Weike Biochemical Reagent Co., Ltd. (incorporated by reference to Exhibit 4.2 from our annual report on Form 20-F for the year ended December 31, 2008, filed with the Commission on April 21, 2009)
   
4.5**
  
Form Purchase Agreement for BPT-6 culture medium between Shenyang Sunshine Pharmaceutical Company Limited and Invitrogen Trading (Shanghai) Company Limited, dated May 13, 2009 (portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment.)
 
   
4.6
  
Form of Distribution Agreement (incorporated by reference to Exhibit 10.15 from our F-1 registration statement (File No. 333-140099), as amended, initially filed with the Commission on January 19, 2007)
   
4.7*
  
Sanitary Piping System Contract between Shenyang Sunshine Pharmaceutical Company Limited and Shanghai Macroprocess Technology Co. Ltd., dated Mar.30, 2009 (portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment; and, this exhihit as filed in this Amendment amends and replaces the existing Exhibit 4.7 in the Original 20-F Filing in its entirety.)
   
4.8#
  
Installation Contract for the Core Cleanroom Area of the New Plant between Shenyang Sunshine Pharmaceutical Company Limited, and, Suntec Cleanroom & HVAC Engineering Co. Ltd. and Suntec (Suzhou) Cleanroom System Co. Ltd., dated  July 3, 2009 (portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment; and, this exhihit as filed in the Amendment No.2 and Amendment No..3 amends and replaces the existing Exhibit 4.8 in the Original 20-F Filing in its entirety.)
   

8.1**
  
List of Subsidiaries of 3SBio Inc.
   
11.1
  
Code of Ethics (incorporated by reference to Exhibit 11.1 from our annual report on Form 20-F for the year ended December 31, 2006, filed with the Commission on June 29, 2007)
   
12.1**
  
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
12.2**
  
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
12.3*
  
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
12.4*
  
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
13.1**
  
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
13.2**
  
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
13.3*
  
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
13.4*
  
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
15.1**
  
Consent of Ernst & Young Hua Ming
     
15.2**
  
Consent of KPMG
 
*
Filed herewith.
**
Filed with the Original 20-F Filing.
#
Filed in Amendment No.2 and Amendment No.3

 
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SIGNATURES
 
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
 
3SBio Inc.
  
       
 
By:
/s/ Dr. Jing Lou  
  Name:   Dr. Jing Lou  
  Title: Chief Executive Officer  
       
 
Date: November 3, 2011 
  
 
 
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