SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 21549
Schedule
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. ___)*
CHINA
MEDICINE CORPORATION
(Name
of Issuer)
Common
Stock, $.0001 par value per share
(Title
of Class of Securities)
(CUSIP
Number)
Senshan
Yang
c/o China
Medicine Corporation
Guangri
Tower, Suite 702
No. 8
Siyou South 1st Street
Yuexiu
District
Guangzhou,
China 510600
(8620)
8739-1718
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-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
(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 (howev
er, see
the Notes).
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS:
Senshan
Yang
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
|
|
(a)
o
|
|
(b)
x
|
|
|
|
3
|
|
SEC USE ONLY:
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
|
The
People’s Republic of China
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER:
|
|
|
|
NUMBER OF
|
|
0
shares
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER:
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
29,780,000
shares*
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER:
|
REPORTING
|
|
|
PERSON
|
|
3,265,000
shares
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER:
|
|
|
|
|
|
0
shares
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
|
|
|
|
3,265,000
shares*
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES** (SEE INSTRUCTIONS):
|
|
|
|
x
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
|
|
|
|
8.3%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
|
|
|
|
IN
|
* Pursuant to Rule 13d-4, Senshan Yang disclaims beneficial
ownership of 26,515,000 shares of the reported securities (the “Senshan Yang
Disclaimed Shares”) for all purposes except as to shared voting power to the
extent set forth in Section 3.1 of the Shareholders Agreement, as defined in
Item 6, and this report shall not be deemed an admission that Senshan Yang is
the beneficial owner of the Senshan Yang Disclaimed Shares. Furthermore, to the
extent that, as described in Item 5, Senshan Yang and the other Reporting
Persons and OEP CHME Holdings, LLC may be deemed to constitute a "group" within
the meaning of Rule 13d-5(b) under the Exchange Act, Senshan Yang expressly
disclaims his membership in such group except to the extent set forth in Section
3.1 of the Shareholders Agreement.
**Excludes
23,200,000, 2,662,000 and 653,000 shares of the reported securities beneficially
owned by OEP CHME Holdings, LLC, Minhua Liu and Junhua Liu,
respectively.
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS:
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
|
|
(a)
o
|
|
(b)
x
|
|
|
|
3
|
|
SEC USE ONLY:
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
|
The
People’s Republic of China
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER:
|
|
|
|
NUMBER OF
|
|
0
shares
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER:
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER:
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER:
|
|
|
|
|
|
0
shares
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
|
|
|
|
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*** (SEE INSTRUCTIONS):
|
|
|
|
x
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
|
|
|
|
6.7%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
|
|
|
|
IN
|
*
Pursuant to Rule 13d-4, Minhua Liu disclaims beneficial ownership of 27,118,000
shares of the reported securities (the “Minhua Liu Disclaimed Shares”) for all
purposes except as to shared voting power to the extent set forth in Section 3.1
of the Shareholders Agreement, as defined in Item 6, and this report shall not
be deemed an admission that Minhua Liu is the beneficial owner of the Minhua Liu
Disclaimed Shares. Furthermore, to the extent that, as described in
Item 5, Minhua Liu and the other Reporting Persons and OEP CHME Holdings, LLC
may be deemed to constitute a "group" within the meaning of Rule 13d-5(b) under
the Exchange Act, Minhua Liu expressly disclaims her membership in such group
except to the extent set forth in Section 3.1 of the Shareholders
Agreement.
**includes
options to purchase 50,000 shares of common stock
***
Excludes 23,200,000, 3,265,000 and 653,000 shares of the reported securities
beneficially owned by OEP CHME Holdings, LLC, Senshan Yang and Junhua Liu,
respectively.
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS:
Junhua
Liu
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
|
|
(a)
o
|
|
(b)
x
|
|
|
|
3
|
|
SEC USE ONLY:
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
|
The
People’s Republic of China
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER:
|
|
|
|
NUMBER OF
|
|
0
shares
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER:
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER:
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER:
|
|
|
|
|
|
0
shares
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
|
|
|
|
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES** (SEE INSTRUCTIONS):
|
|
|
|
x
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
|
|
|
|
1.7%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
|
|
|
|
IN
|
*Pursuant
to Rule 13d-4, Junhua Liu disclaims beneficial ownership of 29,127,000 shares of
the reported securities (the “Junhua Liu Disclaimed Shares”, and collectively
with the Senshan Yang Disclaimed Shares and the Minhua Liu Disclaimed Shares,
the “Disclaimed Shares”) for all purposes except as to shared voting power to
the extent set forth in Section 3.1 of the Shareholders Agreement, as defined in
Item 6, and this report shall not be deemed an admission that Junhua Liu is the
beneficial owner of the Junhua Liu Disclaimed Shares. Furthermore, to
the extent that, as described in Item 5, Junhua Liu and the other Reporting
Persons and OEP CHME Holdings, LLC may be deemed to constitute a "group" within
the meaning of Rule 13d-5(b) under the Exchange Act, Junhua Liu expressly
disclaims his membership in such group except to the extent set forth in Section
3.1 of the Shareholders Agreement.
**
Excludes 23,200,000, 3,265,000 and 2,662,000 shares of the reported securities
beneficially owned by OEP CHME Holdings, LLC, Senshan Yang, and Minhua Liu,
respectively
ITEM
1.
SECURITY AND
ISSUER.
This
statement relates to shares of common stock, $0.0001 par value per share (the
“Common Stock”), of China Medicine Corporation, a Nevada corporation (the
“Issuer”). The principal executive office of the Issuer is located at Guangri
Tower, Suite 702, No. 8 Siyou South 1st Street, Yuexiu District, Guangzhou,
China 510600.
ITEM
2.
IDENTITY
AND BACKGROUND.
Pursuant
to Rule 13d-1(a) of Regulation 13D-G of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the “Act”), this Schedule 13D
Statement is hereby jointly filed by Senshan Yang, Minhua Liu, Junhua Liu
(collectively, the “Reporting Persons”).
Mr. Yang
is the chief executive officer of the Issuer. Mr. Yang is a citizen
of the People’s Republic of China.
Ms. Liu
is the executive vice president of the Issuer. Ms. Liu is a citizen
of the People’s Republic of China.
Mr. Liu
is the Manager for the Supply Department of Guangzhou Konzern Medicine Co., Ltd.
(“Konzern”), a limited liability company organized under the laws of the
People’s Republic of China, and a wholly-owned subsidiary of the
Issuer. Mr. Liu is a citizen of the People’s Republic of
China.
The
principal business address of each Reporting Person is Guangri Tower, Suite 702,
No. 8 Siyou South 1st Street, Yuexiu District, Guangzhou, China
510600.
During
the last five years, none of the Reporting Persons (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or,
(ii) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction where as a result of such proceeding, there was or is a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM
3.
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On
February 8, 2006, the issuer, then known as “Lounsberry Holdings III, Inc.,”
entered into an Exchange Agreement (the “Exchange Agreement”) with the Reporting
Persons and Konzern, pursuant to which the Issuer issued an aggregate of
6,530,000 shares of its Common Stock to the Reporting Persons in exchange for
all of the equity interests of Konzern.
Pursuant
to the Exchange Agreement, the Issuer issued 3,265,000 shares of Common Stock to
Senshan Yang, 2,612,000 shares to Minhua Liu and 653,000 shares to Junhua Liu
(collectively, the “Shares”). Mr. Yang and Ms. Liu were chief executive officer
and executive vice president, respectively, of Konzern and they were elected to
the same positions with the Issuer.
ITEM
4.
PURPOSE
OF TRANSACTION.
On
February 8, 2006, the Reporting Persons acquired the Shares in exchange for all
of their equity interests in Konzern, as described above in Item 3,
which
is hereby incorporated by reference. The Reporting Persons acquired
the Shares for investment purposes.
Except to
the extent provided in Item 6 of this Schedule 13D, the Reporting Persons do not
have any plans or proposals which relate to, or could result in, any of the
matters referred to in paragraphs (a) through (j) of Item 4 of Schedule
13D. Each Reporting Person may, at any time and from time to time,
review or reconsider his or her position and/or change his or her purpose and/or
formulate plans or proposals with respect thereto.
ITEM
5.
INTEREST IN
SECURITIES OF THE ISSUER.
Pursuant
to Rule 13d-3(a), at the close of business on March 1, 2010, the Issuer had
20,242,285 shares of Common Stock issued and outstanding (39,442,285 shares of
Common Stock on an as converted basis).
On April
22, 2009, Jinkui Xie and Ms. Liu entered into an Option Transfer Agreement,
pursuant to which, Mr. Xie transferred his option to purchase 50,000 shares of
the Issuer's Common Stock to Ms. Liu for RMB 180,000 (approximately
US$26,352).
After the
consummation of the transactions described in Item 3, and the acquisition by Ms.
Liu of the purchase option described in this Item 5, Mr. Yang, Ms. Liu and Mr.
Liu
each
has sole power to vote and direct the disposition of 3,265,000, 2,662,000, and
653,000 shares of Common Stock, respectively, which constitute approximately
8.3%, 6.7% and 1.7%, respectively, of the outstanding shares of the Issuer on an
as converted basis. As a result of the transactions described in Item
6, the Reporting Persons have shared voting power with respect to 29,780,000
shares of Common Stock. The Reporting Persons have not effected any transactions
in the Common Stock during the past 60 days, except as described in Item 6 of
this Schedule 13D.
Except as
provided in Item 6, each of the Reporting Persons has the sole right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of the Common Stock registered in his or her name. By virtue of
the agreements between the Investor and the Reporting Persons regarding the
voting of their Common Stock for the election of directors as provided for in
Section 3.1 of the Stockholders Agreement, described in Item 6 below, the
Investor and the Reporting Persons may be deemed to share voting power with
respect to, and therefore beneficially own the 23,200,000 shares of Common Stock
beneficially owned by the Investor, in addition to the 6,580,000 shares of
Common Stock beneficially owned by the Reporting Persons, and disclosed herein,
representing in aggregate 75.5% of the outstanding Common Stock on an as
converted basis. Pursuant to Rule 13d-4, each Reporting Person
disclaims beneficial ownership of his or her respective Disclaimed Shares for
all purposes except as to shared voting power for the election of directors as
provided in Section 3.1 of the Shareholders Agreement. As the result
of such shared voting power for the election of directors as provided in Section
3.1 of the Shareholders Agreement, the Reporting Persons may also be deemed to
comprise a "group" within the meaning of Rule 13d-5(b) under the Exchange Act
with the Investor. Each Reporting Person expressly disclaims his or
her membership in such group except as to shared voting power to the extent set
forth in Section 3.1 of the Shareholders Agreement.
ITEM
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT
TO SECURITIES OF THE ISSUER.
|
The
information set forth or incorporated in Items 3 and 4 hereof is incorporated
herein by reference.
Subscription
Agreement
On December 31, 2009, Mr. Yang entered
into a Stock Subscription Agreement (the “Subscription Agreement”), with the
Issuer and OEP CHME Holdings, LLC, a Delaware limited liability company (the
“Investor”), pursuant to which the Investor agreed to acquire 4,000,000 shares
of Common Stock and 1,920,000 shares of redeemable convertible preferred stock,
par value $0.0001 per share, of the Issuer, for an aggregate purchase price of
$69,600,000. The transactions contemplated by the Subscription
Agreement closed on January 29, 2010 (the “Closing”).
Shareholders
Agreement
Simultaneously with the entry into the
Subscription Agreement, the Investor and the Reporting Persons entered into a
Shareholders Agreement (the “Shareholders Agreement”). The
Shareholders Agreement contains various provisions governing the rights of the
Reporting Persons and the Investor in the event that the Investor or any of the
Reporting Persons determines to sell shares.
In addition, the Shareholders Agreement
provides that as long as the Investor owns at least 10% of the issued and
outstanding Common Stock on a fully diluted basis at the time of determination,
the board of directors of the Issuer (the “Board”) shall (unless otherwise
agreed by the Investor) be constituted to consist of seven members, of whom Mr.
Yang shall be one nominee, the Investor and Mr. Yang shall each have the right
to nominate one individual reasonably acceptable to the other, and
the Investor will have the right to nominate four independent
directors reasonably acceptable to Mr. Yang. In addition, during any
period prior to the establishment of a seven member Board and so long as the
Investor owns at least 10% of the issued and outstanding Common Stock on a fully
diluted basis at the time of determination, the Investor shall have certain
information rights, rights with respect to Board meetings and committees, and
its consent is required for certain significant Board actions.
Pledge
Agreement
Pursuant to the Subscription Agreement,
at the Closing, Mr. Yang entered into a Pledge Agreement ( the “Pledge
Agreement) with the Investor pursuant to which Mr. Yang pledged all of his
equity interests in the Shares and additional collateral as described in the
Pledge Agreement (collectively, the “Collateral”) to secure his and the Issuer’s
indemnification obligations under Section 4.12 of the Subscription
Agreement. Upon the occurrence of an Enforcement Event (as defined in
the Pledge Agreement) the Investor shall have the right, among other things, to
receive all dividends and exercise all voting, consensual and other powers of
ownership pertaining to the Shares and the other securities included in the
Collateral.
The foregoing description of the terms
of the Subscription Agreement does not purport to be complete and is qualified
in their entirety by reference to the provisions of the Subscription Agreement,
which is included as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K
Current filed with the Securities and Exchange Commission (the “Commission”) on
January 7, 2010, which is hereby incorporated by reference; and the description
of the terms of the Shareholders Agreement and the Pledge Agreement also do not
purport to be complete and are qualified in their entirety by reference to
Shareholders Agreement and the Pledge Agreement, which are attached hereto as
Exhibits 3 and 4, respectively, and are hereby incorporated by
reference.
Except as
described in this Item 6 and Items 3 and 4 of this Schedule 13D, to the best
knowledge of Mr. Yang, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) between Mr. Yang and any
other person with respect to any securities of the Issuer, including but not
limited to, transfer or voting of any of the securities of the Issuer, finders
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies,
or a pledge or contingency, the occurrence of which would give another person
voting power over the Shares.
ITEM
7.
MATERIALS TO BE FILED
AS EXHIBITS.
Exhibit
No.
|
|
Description
|
|
|
|
1
|
|
Joint
Filing Agreement, dated March 1, 2010, by and among Senshan Yang, Minhua
Liu, and Junhua Liu.
|
|
|
|
2
|
|
Stock
Subscription Agreement, dated as of December 31, 2009, by and among the
Issuer, Senshan Yang and the Investor (incorporated by reference from
Exhibit 10.1 to the Issuer’s Current Report on Form 8-K Current filed with
the Commission on January 7, 2010).
|
|
|
|
3
|
|
Shareholders
Agreement, dated as of December 31, 2009, by and among the Issuer, Senshan
Yang, Minhua Liu, Junhua Liu and the Investor.
|
|
|
|
4
|
|
Share
Pledge Agreement, dated January 29, 2010, between Senshan Yang and the
Investor.
|
SIGNATURES
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:
March 1, 2010
|
|
|
|
|
/s/
Senshan Yang
|
|
Senshan
Yang
|
|
|
|
/s/
Minhua Liu
|
|
Minhua
Liu
|
|
|
|
/s/ Junhua
Liu
|
|
Junhua
Liu
|
China Medicine (CE) (USOTC:CHME)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
China Medicine (CE) (USOTC:CHME)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024