- Amended Statement of Ownership (SC 13G/A)
29 Enero 2009 - 11:47AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
China Healthcare Acquisition Corp.
Common Stock, $0.0001 par value per share
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(Title of Class of Securities)
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16939Q104
December 31, 2008
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(Date of Event Which Requires Filing of this Statement)
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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)
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*
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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.
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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 (“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).
Page 1 of 9
CUSIP No. 16939Q104
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
QVT Financial LP
11-3694008
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5. Sole Voting Power
0
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6. Shared Voting Power
1,042,162
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
1,042,162
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,042,162
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row (9)
8.77%
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12.
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Type of Reporting Person (See Instructions)
PN
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Page 2 of 9
CUSIP No. 16939Q104
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
QVT Financial GP LLC
11-3694007
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5. Sole Voting Power
0
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6. Shared Voting Power
1,042,162
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
1,042,162
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,042,162
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row (9)
8.77%
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12.
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Type of Reporting Person (See Instructions)
OO
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Page 3 of 9
CUSIP No. 16939Q104
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
QVT Fund LP
98-0415217
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5. Sole Voting Power
0
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6. Shared Voting Power
825,400
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
825,400
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
825,400
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row (9)
6.95%
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12.
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Type of Reporting Person (See Instructions)
PN
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Page 4 of 9
CUSIP No. 16939Q104
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
QVT Associates GP LLC
01-0798253
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5. Sole Voting Power
0
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6. Shared Voting Power
918,477
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
918,477
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
918,477
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row (9)
7.73%
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12.
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Type of Reporting Person (See Instructions)
OO
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Page 5 of 9
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Item 1
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(a).
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Name of Issuer
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China Healthcare Acquisition Corp. (the “Issuer”)
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Item 1
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(b).
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Address of Issuer’s Principal Executive Offices
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The address of the Issuer’s principal executive offices is:
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1233 Encino Drive, Pasadena, California 91108, United States
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Item 2
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(a).
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Name of Person Filing
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Item 2
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(b).
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Address of Principal Business Office or, if none, Residence
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Item 2
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(c).
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Citizenship
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QVT Financial LP
1177 Avenue of the
Americas, 9th Floor
New York, New York 10036
Delaware Limited
Partnership
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QVT Financial GP LLC
1177 Avenue of the
Americas, 9th Floor
New York, New York 10036
Delaware Limited
Liability Company
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QVT Fund LP
Walkers SPV, Walkers House
Mary Street
George Town, Grand Cayman, KY1 9001 Cayman Islands
Cayman Islands Limited Partnership
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QVT Associates GP LLC
1177 Avenue of the
Americas, 9th Floor
New York, New York 10036
Delaware Limited
Liability Company
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Item 2
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(d).
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Title of Class of Securities
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Common stock, $0.0001 par value per share (the “Common Stock”).
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Item 2
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(e).
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CUSIP Number
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The CUSIP number of the Common Stock is 16939Q104.
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Item 3.
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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:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of
institution:
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Page 6 of 9
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
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QVT Financial LP (“QVT Financial”) is the investment manager for QVT Fund LP (the “Fund”), which beneficially owns 825,400 shares of Common Stock, and for
Quintessence Fund L.P. (“Quintessence”), which beneficially owns 93,077 shares of Common Stock. QVT Financial is also the investment manager for a separate discretionary account managed for a third party (the “Separate Account”),
which holds 123,685 shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the Common Stock held by the Fund, Quintessence and the Separate Account. Accordingly, QVT Financial may be deemed to be the beneficial
owner of 1,042,162 shares of Common Stock.
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As of the date hereof, the Fund, Quintessence and the Separate Account own Warrants that are not exercisable until the later of the Issuer’s completion of a business
combination and April 19, 2008. As of the date of this filing, there has been no report of the completion of a business combination.
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QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial. QVT Associates GP
LLC, as General Partner of the Fund and Quintessence, may be deemed to beneficially own the same number of shares of Common Stock reported by the Fund and Quintessence, and accordingly, QVT Associates GP LLC may be deemed to be the beneficial owner
of an aggregate amount of 918,477 shares of Common Stock.
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Each of QVT Financial and QVT Financial GP LLC disclaim beneficial ownership of the shares of Common Stock owned by the Fund, Quintessence or the Separate Account. QVT Associates
GP LLC disclaims beneficial ownership of all shares of Common Stock owned by the Fund and Quintessence, except to the extent of its pecuniary interest therein.
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The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated based upon 11,876,555 shares of Common Stock outstanding, which is the total number
of shares issued and outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and filed with the Securities and Exchange Commission on November 17, 2008.
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(b)
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Percent of class:
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See Item 11 of the Cover Pages to this Schedule 13G.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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See item (a) above.
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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See item (a) above.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following
¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
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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.
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Page 7 of 9
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.
Dated: January 27, 2009
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QVT FINANCIAL LP
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QVT FUND LP
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By QVT Financial GP LLC,
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By QVT Associates GP LLC,
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its General Partner
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its General Partner
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By:
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/s/ Oren Eisner
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By:
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/s/ Oren Eisner
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Name:
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Oren Eisner
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Name:
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Oren Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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QVT FINANCIAL GP LLC
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QVT ASSOCIATES GP LLC
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By:
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/s/ Oren Eisner
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By:
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/s/ Oren Eisner
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Name:
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Oren Eisner
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Name:
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Oren Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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Page 8 of 9
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G filed herewith (and any amendments
thereto) signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: January 27, 2009
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QVT FINANCIAL LP
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QVT FUND LP
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By QVT Financial GP LLC,
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By QVT Associates GP LLC,
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its General Partner
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its General Partner
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By:
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/s/ Oren Eisner
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By:
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/s/ Oren Eisner
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Name:
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Oren Eisner
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Name:
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Oren Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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QVT FINANCIAL GP LLC
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QVT ASSOCIATES GP LLC
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By:
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/s/ Oren Eisner
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By:
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/s/ Oren Eisner
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Name:
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Oren Eisner
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Name:
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Oren Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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Page 9 of 9
China Healthcare Acquisition Corp (AMEX:CHM)
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