SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Information to be Included in Statements Filed Pursuant to Rules 13d-1 (b), (c)
and (d) and Amendments Thereto Filed Pursuant To Rule 13d-2.

Simcere Pharmaceutical Group

 

(Name of Issuer)

Ordinary Shares, par value US$0.01 per share

(Title of Class of Securities)

82859P 10 4¹

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o      Rule 13d-1(b)

o      Rule 13d-1(c)

þ      Rule 13d-1(d)

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 (“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]

CUSIP No.		82859P 10 4	Schedule 13G	Page		2		of		6 Pages

CUSIP NO. 82859P 10 4		Schedule 13G		Page 3 of 6 Pages

ITEM 1(a). NAME OF ISSUER:

Simcere Pharmaceutical Group (the “Issuer”)

ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

No. 699-18 Xuan Wu Avenue
Xuan Wu District, Nanjing
Jiangsu Province 210042
The People’s Republic of China

ITEM 2(a). NAME OF PERSON FILING:

New Good Management Limited

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

No. 699-18 Xuan Wu Avenue
Xuan Wu District, Nanjing
Jiangsu Province 210042
The People’s Republic of China

ITEM 2(c) CITIZENSHIP:

British Virgin Islands

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

Ordinary Shares

ITEM 2(e). CUSIP NUMBER:

82859P 10 4

ITEM 3. STATEMENT FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) or (c):

Not applicable.

CUSIP NO. 82859P 10 4		Schedule 13G		Page 4 of 6 Pages

ITEM 4. OWNERSHIP.

The following information with respect to the ownership of the Ordinary Shares of the Issuer by the person filing this statement is provided as of December 31, 2009. The percentage amount is based on 111,238,140 Ordinary Shares outstanding as of December 31, 2009, as derived from the Issuer’s corporate records.

Number of shares as to which the person has:

Sole power

Shared

Sole

Shared

to dispose

power to

power to

power to

or to

dispose or

Amount

vote or

vote or to

direct the

to direct the

Reporting

beneficially

Percent

to direct

direct

disposition

disposition

Person

owned:

of class:

the vote:

the vote:

of:

of:

New Good Management Limited

44,631,364

40.1

%

—

44,631,364

—

44,631,364

New Good Management Limited (“NGM”) is the record holder of 44,631,364 Ordinary Shares of the Issuer. Prior to May 2008, NGM did not have any controlling shareholder. In May 2008, Mr. Jinsheng Ren, the Chairman of the Board of Directors of NGM (“Mr. Ren”), became a controlling shareholder of NGM. Pursuant to Rule 13d-3 under the Act, Mr. Ren may be deemed to share with NGM the voting and dispositive power over the 44,631,364 Ordinary Shares held by NGM.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

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 5 percent of the class of securities, check the following: o

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable

CUSIP NO. 82859P 10 4		Schedule 13G		Page 5 of 6 Pages

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

Not applicable

ITEM 10. CERTIFICATION.

Not applicable

CUSIP NO. 82859P 10 4		Schedule 13G		Page 6 of 6 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.

Dated: February 9, 2010