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Amy Liu
6/F Hong Kong Trade Center
161 Des Voeux Road
Hong Kong
852-9364-0386
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with a copy to:
John Yung, Esq.
Locke Lord LLP
500 Capitol Mall, Ste 1800
Sacramento, CA, 95814
(916)9302524
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1.
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Names of Reporting Persons.
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Amy Liu
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2.
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Check the Appropriate Box if a member of a Group
(a) o (b) o
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3.
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SEC Use Only
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4.
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Source of Funds: PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
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6.
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Citizenship or Place of Organization
New Zealand
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Number of 7.
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Sole Voting Power: 5,855,272*
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Beneficially 8.
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Shared Voting Power: 0
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Reporting Person 9.
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Sole Dispositive Power: 5,855,272*
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10.
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Shared Dispositive Power: 0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,855,272*
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares □
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13.
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Percent of Class Represented by Amount in Row (11) 5.5%*
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14.
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Type of Reporting Person IN
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Item 1
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Security and Issuer
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This Schedule 13D (“Statement”) relates to the Ordinary Shares, par value $0.01 per share (“Ordinary Shares”), of Simcere Pharmaceutical Group (the “Issuer”), a PRC corporation. The address of the Issuer’s principal executive office is No. 699-18 Xuanwu Avenue, Xuanwu District, Nanjing, Jiangsu Province, 210042, People’s Republic of China.
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Item 2
(a)
(b)
(c)
(d)
(e)
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Identity and Background
This statement is being filed by Amy Liu (the “Reporting Person” or “Ms. Liu”).
Amy Liu, an individual.
Ms. Liu’s address is 6/F Hong Kong Trade Center, 161 Des Voeux Road, Hong Kong.
Ms. Liu is a private investor, whose major business is to make investment in public companies.
Within the last five years, Ms. Liu has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Ms. Liu has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.
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Item 3
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Source and Amount of Funds or Other Consideration
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Ms. Liu purchased 290,774 units of ADSs for $2,622,610 (inclusive of Broker’s commissions) using her personal funds. Ms. Liu received 2,642,862 units of ADS from KWELA International Limited without consideration. Ms. Liu is not a member, director or officer of KWELA International Limited, a company controlled by Ms. Liu's son.
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Item 4
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Purpose of the Transaction
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Ms. Liu acquired the ADSs that are the subject of this Statement for long-term investment purposes. Ms. Liu will continue to evaluate her ownership and voting position in the Issuer and may consider and pursue the following future courses of action, among others: (i) continuing to hold the ADSs for investment; (ii) acquiring additional ADSs or Ordinary Shares in the open market or in privately negotiated transactions; or (iii) disposing of all or a portion of the ADSs in open market sales or in privately negotiated transactions. Ms. Liu’s future actions with regard to this investment will be dependent upon her review and evaluation of numerous factors, including the price levels of the Issuer’s ADSs and Ordinary Shares; the Issuer’s business, financial condition, operating results and prospects; general market and economic conditions; and the relative attractiveness of alternative business and investment opportunities. Consistent with its investment purpose, Ms. Liu may engage in communications with other shareholders of the Issuer and members of the Issuer’s management and board of directors with regard to the business operations of the Issuer, proposed going private transaction as referenced in the Issuer’s Form 6-K filed with the Securities and Exchange Commission ("SEC") on March 12, 2013, and strategies for enhancing shareholder value.
Subject to ongoing evaluation, except as otherwise set forth above, Ms. Liu has no current plans or proposals which relate to or would otherwise result in any of the situations enumerated in item (a) to (j) of Item 4 on Statement. Ms. Liu reserves the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified in the previous sentence.
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Item 5
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Interest in Securities of the Issuer
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(a)
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Ms. Liu beneficially owned the aggregate number of 5,855,272 Ordinary Shares of the Issuer, represented as 2,927,636 units of American Depository Shares (ADSs) evidenced by American Depository Receipts (ADRs). Such shares counted for 5.5% of the Ordinary Shares reported as outstanding as of March 28, 2013.
Ms. Liu expressly disclaims that she is acting as a group with any other person or entity including KWELA International Limited. Ms. Liu is not a member, director or officer of KWELA International Limited, a company controlled by Ms. Liu son. |
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(b)
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Ms. Liu has sole voting powers and sole dispositive powers to the entire 5,855,272 shares she acquired, which is the subject of this Statement.
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(c)
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During the past sixty (60) days, Ms. Liu effected no transactions in the ADS or Ordinary Shares other than those set forth in the following table:
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Date
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No. of ADS
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Price
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Broker
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3/21/2013
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2,642,862
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N/A
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N/A
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3/21/2013
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29,894
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$9.0103
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UBS
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3/21/2013
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61,900
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$9.0074
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UBS
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3/20/2013
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100,000
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$9.0275
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UBS
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3/20/2013
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98,980
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$9.0215
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UBS
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(d)
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Ms. Liu does not know any other person with the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities covered by this Statement.
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(e)
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Not Applicable.
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Item 6
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Ms. Liu is not a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including the transfer or voting of any Issuer’s securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies
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Item 7
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Material to be Filed as Exhibits
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None
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