fvx
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
AND UNDERTAKING
     
A.   Name of issuer or person filing (“Filer”): Simcere Pharmaceutical Group
 
B.   This is (check one):
 
    þ     An original filing for the Filer.
 
    o     An amended filing for the Filer.
 
C.   Identify the filing in conjunction with which this Form is being filed:
     
Name of Registrant:
  Simcere Pharmaceutical Group
 
    
Form type:
  Form CB
 
    
File Number:
   005-83690
 
    
Filed by:
  Simcere Pharmaceutical Group
 
    
Date Filed
  April 21, 2009
(if filed concurrently, so indicate):
  FILED CONCURRENTLY
     
D.   The Filer is incorporated or organized under the laws of
 
    Cayman Islands
 
    and has its principal place of business at:
 
    No. 699-18 Xuan Wu Avenue,
Xuan Wu District, Nanjing
Jiangsu Province 210042
People’s Republic of China
(86) 25 8556 6666 x 8818
 
E.   The Filer designates and appoints CT Corporation System (the “Agent”), located at:
 
    CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
 
    as the agent of the Filer upon whom may be served any process, pleadings, subpoenas, or other papers in:
 
    (a)          any investigation or administrative proceeding conducted by the Commission; and
 
    (b)          any civil suit or action brought against the Filer or to which the Filer has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States or of any of its territories or possessions or of the District of Columbia, where the investigation, proceeding or cause of action arises out of or relates to or concerns (i) any offering made or purported to be made in connection with the securities registered or qualified by the Filer on Form CB on April 21, 2009 or any purchases or sales of any security in connection therewith; (ii) the securities in relation to which the obligation to file an annual report on Form 40-F arises, or any purchases or sales of such securities; (iii) any tender offer for the securities of a Canadian issuer with respect to which filings are made by the Filer with the Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or (iv) the securities in relation to which the Filer acts as trustee pursuant to an exemption under Rule 10a-5 under the Trust Indenture Act of 1939. The Filer stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and that service of an administrative subpoena shall be effected by service upon such agent for service of process, and that service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made.
 
F.   The Filer stipulates and agrees to appoint a successor agent for service of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time until six years have elapsed following the effective date of the latest amendment to such Form CB. The Filer further undertakes to advise the Commission promptly of any change to the Agent’s name or address during the applicable period by amendment of this Form, referencing the file number of the relevant form in conjunction with which the amendment is being filed.
 
G.   The Filer undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the Forms, Schedules and offering statements described in General Instructions I. (a), I. (b), I. (c), I. (d) and I. (f) of this Form, as applicable; the securities to which such Forms, Schedules and offering statements relate; and the transactions in such securities.
 
 

 

 

The Filer certifies that it has duly caused this power of attorney, consent, stipulation and agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nanjing, Country of China this 21st day of April, 2009.
         
  Filer: SIMCERE PHARMACEUTICAL GROUP  
 
 
  By:     /s/ Zhigang Zhao    
    Name:   Zhigang Zhao   
    Title: Chief Financial Officer  
 
This statement has been signed by the following person in the capacity and on the dates indicated.
         
  CT CORPORATION SYSTEM
as Agent for Service of Process for
Simcere Pharmaceutical Group		  
 
 
  By:   /s/ Baher Tanius    
    Name:   Baher Tanius   
    Title: Assistant Secretary  
 
 
  Date:   April 21, 2009