SCR Simcere Pharmaceutical Grp. Simcere Pharmaceutical Grp. American Depositary Shares

Names of reporting persons

King View Development International Limited

Check the appropriate box if a member of a group

(a)   ¨         (b)   ¨

SEC use only

Source of funds

    AF

Check box if disclosure of legal proceedings is required pursuant to Item 2(e) or 2(f)     ¨

Citizenship or place of organization

    British Virgin Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

    0

Shared voting power

    0

Sole dispositive power

    0

Shared dispositive power

    0

Aggregate amount beneficially owned by each reporting person

    11,820,000 (See Items 2, 3, 4 and 5) ⁽¹⁾

Check box if the aggregate amount in Row (11) excludes certain shares     ¨

Percent of class represented by amount in Row (11)

    10.6% ⁽²⁾

Type of reporting person

    CO

Names of reporting persons

Trustbridge Partners II, L.P.

Check the appropriate box if a member of a group

(a)   ¨         (b)   ¨

SEC use only

Source of funds

    AF

Check box if disclosure of legal proceedings is required pursuant to Item 2(e) or 2(f)     ¨

Citizenship or place of organization

    Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

    0

Shared voting power

    0

Sole dispositive power

    0

Shared dispositive power

    0

Aggregate amount beneficially owned by each reporting person

    11,820,000 (See Items 2, 3, 4 and 5) ⁽¹⁾

Check box if the aggregate amount in Row (11) excludes certain shares     ¨

Percent of class represented by amount in Row (11)

    10.6% ⁽²⁾

Type of reporting person

    PN

Names of reporting persons

TB Partners GP2, L.P.

Check the appropriate box if a member of a group

(a)   ¨         (b)   ¨

SEC use only

Source of funds

    OO – See Item 3

Check box if disclosure of legal proceedings is required pursuant to Item 2(e) or 2(f)     ¨

Citizenship or place of organization

    Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

    0

Shared voting power

    0

Sole dispositive power

    0

Shared dispositive power

    0

Aggregate amount beneficially owned by each reporting person

    11,820,000 (See Items 2, 3, 4 and 5) ⁽¹⁾

Check box if the aggregate amount in Row (11) excludes certain shares     ¨

Percent of class represented by amount in Row (11)

    10.6% ⁽²⁾

Type of reporting person

    PN

Names of reporting persons

TB Partners GP Limited

Check the appropriate box if a member of a group

(a)   ¨         (b)   x

SEC use only

Source of funds

    OO – See Item 3

Check box if disclosure of legal proceedings is required pursuant to Item 2(e) or 2(f)     ¨

Citizenship or place of organization

    Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

    11,820,000 (See Items 2, 3, 4 and 5) ⁽¹⁾

Shared voting power

    0

Sole dispositive power

    11,820,000 (See Items 2, 3, 4 and 5) ⁽¹⁾

Shared dispositive power

    0

Aggregate amount beneficially owned by each reporting person

    11,820,000 (See Items 2, 3, 4 and 5) ⁽¹⁾

Check box if the aggregate amount in Row (11) excludes certain shares     ¨

Percent of class represented by amount in Row (11)

    10.6% ⁽²⁾

Type of reporting person

    CO

This Schedule 13D is filed jointly by (a) King View Development International Limited, a company incorporated under the laws of the British Virgin Islands (“King View”), (b) Trustbridge Partners II, L.P, a limited liability partnership organized under the laws of the Cayman Islands (“Trustbridge Partners II”), (c) TB Partners GP2, L.P., a limited liability partnership incorporated under the laws of the Cayman Islands (“TB Partners GP2”), and (d) TB Partners GP Limited, a company incorporated under the laws of the Cayman Islands (“TB Partners GP”, together with King View, Trustbridge Partners II and TB Partners GP2, the “Reporting Persons”), pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Exchange Act. The Reporting Persons are making this single, joint filing by reason of their relationships described below and because they may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) of the Exchange Act by reason of the agreements described in Item 4 below.

Trustbridge Partners II holds all the equity interests in and has the right to appoint and remove all the directors of King View, which directly holds 11,820,000 Ordinary Shares, or approximately 10.6% of the outstanding Ordinary Shares of the Issuer, based on a total of 111,672,266 outstanding Ordinary Shares as of August 28, 2013, as provided by the Issuer (which included 9,727,116 restricted Ordinary Shares that had been granted and issued under the 2006 Stock Incentive Plan and the 2008 Stock Incentive Plan as of such date). Pursuant to Rule 13d-3 under the Exchange Act, Trustbridge Partners II may be deemed to be the beneficial owner of the Ordinary Shares owned by King View. TB Partners GP2 is the general partner of Trustbridge Partners II and pursuant to Rule 13d-3 under the Exchange Act, TB Partners GP2 may be deemed to be the beneficial owner of the Ordinary Shares beneficially owned by Trustbridge Partners II. TB Partners GP is the general partner of TB Partners GP2. Due to the relationships among the Reporting Persons described above and the agreements described in Item 4 below, the Reporting Persons may be deemed to beneficially own the aggregate of 11,820,000 Ordinary Shares held by King View, which constitute approximately 10.6% of the outstanding Ordinary Shares of the Issuer, based on a total of 111,672,266 outstanding Ordinary Shares as of August 28, 2013, as provided by the Issuer (which included 9,727,116 restricted Ordinary Shares that had been granted under the 2006 Stock Incentive Plan and the 2008 Stock Incentive Plan as of such date).

The principal business of each of the Reporting Persons is making investments in public and private companies. The address of the principal offices of each of the Reporting Persons is Suite 2001, Agricultural Bank of China Tower, 50 Connaught Road Central, Central, Hong Kong.

The name, principal occupation, business address, and citizenship of each director and executive officer of King View and TB Partners Limited are listed in Schedule I hereto.

By reason of the agreements described in Item 4 below, the Reporting Persons may also be deemed to (i) be a “group” with (a) Mr. Jinsheng Ren (“Mr. Ren”) and his affiliate, New Good Management Limited (“NGM”), which together hold 44,054,978 Ordinary Shares, (b) Mr. Hongquan Liu (“Mr. Liu”), who directly holds 2,072,018 Ordinary Shares, (c) Assure Ahead Investments Limited (“Assure”) and Right Lane Limited (collectively as “Assure and Right Lane Limited”), which together hold 19,777,386 Ordinary Shares of the Issuer, and (c) Fosun Industrial Co., Limited (“Fosun”), a corporation organized under the laws of Hong Kong, which directly holds 8,898,088 Ordinary Shares of the Issuer, and (ii) beneficially own the 44,054,978 Ordinary Shares held by Mr. Ren and his affiliate, NGM, 2,072,018 Ordinary Shares held by Mr. Liu, 19,777,386 Ordinary Shares held by Assure and Right Lane Limited, and 8,898,088 Ordinary Shares held by Fosun. The Reporting Persons, Mr. Ren, NGM, Mr. Liu, Assure and Right Lane Limited, Fosun collectively own 86,622,470 Ordinary Shares, which represents approximately 77.6% of the outstanding Ordinary Shares of the Issuer, based on a total of 111,672,266 outstanding Ordinary Shares as of August 28, 2013, as provided by the Issuer (which included 9,727,116 restricted Ordinary Shares that had been granted under the 2006 Stock Incentive Plan and the 2008 Stock Incentive Plan as of such date). However, each Reporting Person expressly disclaims beneficial ownership of any Ordinary Shares held by Mr. Ren, NGM, Mr. Liu, Assure and Right Lane Limited and Fosun, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) of the Exchange Act) with Mr. Ren, NGM, Mr. Liu, Assure and Right Lane Limited and Fosun, and this Schedule 13D shall not be construed as acknowledging that any of the Reporting Persons beneficially owns any Ordinary Shares of the Issuer beneficially owned by Mr. Ren, NGM, Mr. Liu, Assure and Right Lane Limited or Fosun or any other person or is a member of a group with Mr. Ren, NGM, Mr. Liu, Assure and Right Lane Limited or Fosun or any other person. The Reporting Persons are only responsible for the information contained in this Schedule 13D and assume no responsibility for information contained in any other Schedules 13D filed by Mr. Ren, NGM, Mr. Liu, Assure and Right Lane Limited or Fosun.

Assure is wholly owned by Hony Capital II, L.P., a limited partnership organized under the laws of the Cayman Islands. Hony Capital II GP Ltd., a company incorporated under the laws of the Cayman Islands, is the general partner of Hony Capital II, L.P. Hony Capital II GP Ltd. is wholly owned by Right Lane Limited. The foregoing information in this paragraph is based on the Schedule 13D relating to the Issuer jointly filed by Assure, Hony Capital II, L.P., Hony Capital II GP Ltd. and Right Lane Limited on August 28, 2013.

The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit 7.01.

(d) – (e)

During the five years preceding the date of this filing, none of the Reporting Persons (or, to the knowledge of each of the Reporting Persons, any of the other persons listed on Schedule I hereto) has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and 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, federal or state securities laws or finding any violation with respect to such laws.

The information set forth in or incorporated by reference in Items 2, 4 and 5 of this statement is incorporated by reference in its entirety into this Item 3.

The Reporting Persons may be deemed to beneficially own the Ordinary Shares directly held by Mr. Ren, NGM, Mr. Liu, Assure and Right Lane Limited and Fosun by reasons of their relationships and the agreements described in in Item 2 and Item 4. No Ordinary Shares were purchased by the Reporting Persons and thus no funds were used by any of the Reporting Persons for such purpose.

The Ordinary Shares currently owned by the Reporting Persons were acquired for investment purposes.

Merger Agreement

On August 28, 2013, the Issuer entered into an agreement and plan of merger (the “Merger Agreement”) with Simcere Holding Limited (“Parent”), an exempted company with limited liability incorporated under the laws of the Cayman Islands, and Simcere Acquisition Limited (“Merger Sub”), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent.

The Merger Agreement provides for the merger of Merger Sub with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). At the effective time of the Merger, the outstanding Ordinary Shares and American Depositary Shares (each representing two Ordinary Shares, “ADSs”) will cease to be outstanding and will be cancelled, and each Ordinary Share (excluding the Rollover Shares (as defined below), Ordinary Shares or ADSs held in the Issuer’s treasury, any Ordinary Shares or ADSs held by a shareholder of the Issuer who is entitled to and properly exercises appraisal rights under the applicable law of the Cayman Islands) will be converted into the right to receive cash consideration, without interest, equal to $4.83 per Ordinary Share (or $9.66 per ADS) (the “Per Ordinary Share Merger Consideration” or the “Per ADS Merger Consideration”, as applicable).

The Merger Agreement contains customary representations, warranties and covenants for a transaction of this type. The Merger Agreement also contains customary covenants, including covenants providing for each of the parties (i) to use reasonable best efforts to cause the transactions to be consummated and (ii) to call and hold an extraordinary shareholders’ meeting of the Issuer for purposes of voting and approving the Merger Agreement and recommend adoption of the Merger Agreement, subject to applicable fiduciary duties. The Merger Agreement also requires the Issuer to conduct its operations in all material respects according to the ordinary course of business consistent with past practice during the period between the execution of the Merger Agreement and the closing of the Merger. The Issuer is subject to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to and engage in discussions with third parties regarding alternative acquisition proposals, subject to certain exceptions in certain circumstances prior to the approval of the Merger Agreement by the shareholders of the Issuer.

The financing for the Merger and other transactions contemplated by the Merger Agreement will be obtained pursuant to the Contribution Agreement and the Debt Commitment Letter (each as described below).

The consummation of the Merger is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the approval of the Merger Agreement by holders of Ordinary Shares representing two-thirds or more of the Ordinary Shares present and voting at an extraordinary shareholders’ meeting of the Issuer convened for purposes of voting on and approving the Merger Agreement. The Merger Agreement may be terminated by the Issuer or Parent under certain circumstances.

If the transactions contemplated by the Merger Agreement are consummated, the Ordinary Shares and the ADSs will be delisted from the New York Stock Exchange and deregistered under the Act.

Upon consummation of the Merger, the directors of Merger Sub at the effective time of the Merger and the officers of the Issuer at the effective time of the Merger shall in each case be the directors and officers of the surviving corporation, unless otherwise determined by Parent prior to the effective time, until their respective successors are duly elected or appointed and qualified or their death, resignation or removal in accordance with the articles of incorporation and by-laws of the surviving corporation.

Contribution Agreement

In connection with the transactions contemplated by the Merger Agreement, on August 28, 2013, Mr. Ren, NGM, Mr. Liu, Assure, Right Lane Limited, King View and Fosun (collectively, the “Rollover Shareholders”) and Parent entered into a contribution agreement (the “Contribution Agreement”), pursuant to which, at the closing of the Merger, the Ordinary Shares (including the Ordinary Shares represented by ADSs) owned by such Rollover Shareholder as set forth in the Contribution Agreement (the “Rollover Shares”) will be cancelled pursuant to the Merger Agreement. Immediately prior to the closing of the Merger, each Rollover Shareholder shall subscribe, or shall cause its affiliate to subscribe, and Parent shall issue to such Rollover Shareholder or its affiliate, as the case may be, for consideration of $0.0001 per share in cash, the number of ordinary shares of Parent set forth in the Contribution Agreement. Parent further agreed to issue to Mr. Ren and Mr. Liu such number of ordinary shares of Parent, on such terms and conditions and subject to such limitations on dividends and transfers and vesting schedules, as the restricted Ordinary Shares of Mr. Ren and Mr. Liu included in the Rollover Shares.

Each Rollover Shareholder further agreed to, with respect to the Rollover Shares beneficially owned by such Rollover Shareholder, to vote, (i) in favor of the approval of the Merger Agreement and other actions contemplated by the Merger Agreement and any actions required in furtherance thereof, (ii) in favor of any matters necessary for the consummation of the transactions contemplated by the Merger Agreement, (iii) against the approval of any alternative acquisition proposal or the approval of any other action contemplated by an alternative acquisition proposal, (iv) against any action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interface with, delay or postpone, discourage or adversely affect the transaction contemplated by the Merger Agreement and (v) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Issuer contained in the Merger Agreement, or of any Rollover Shareholder contained in the Contribution Agreement. Subject to applicable laws, each Rollover Shareholder irrevocably appoints Parent as its proxy and attorney-in-fact in connection with the voting of the Rollover Shares beneficially owned by such Rollover Shareholder.

In addition, from the date of the Contribution Agreement until its termination, the Rollover Shareholders will not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise) or transfer, or enter into any contract, option or other arrangement or understanding to sell or transfer, any Rollover Shares or any right, title or interest thereto or therein (including by operation of law), including, without limitation, through any derivative transaction that involves any Rollover Shares and (x) has, or would reasonably be expected to have, the effect of reducing or limiting such Rollover Shareholder’s economic interest in such Rollover Shares and/or (y) grants a third party the right to vote or direct the voting of such Rollover Shares, (iii) deposit any Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than the Contribution Agreement) with respect to any Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in the Contribution Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under the Contribution Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv).

The Contribution Agreement will terminate immediately upon termination of the Merger Agreement.

Limited Guaranty

In connection with the transactions contemplated by the Merger Agreement, on August 28, 2013, King View entered into a limited guaranty (the “Limited Guaranty”), with the Issuer, pursuant to which King View irrevocably and unconditionally guaranteed, subject to certain conditions, Parent’s termination fee and certain reimbursement and indemnification obligations of Parent, each under the Merger Agreement. In addition, King View’s payment obligation under the Limited Guaranty will not exceed 10.58% of Parent’s termination fee and certain reimbursement and indemnification obligations. The Limited Guaranty will terminate until the earliest of (i) all of the guaranteed obligations contemplated under the Limited Guaranty have been fully performed, (ii) the effective time of the Merger, and (iii) the date falling ninety (90) days from the date of the termination of the Merger Agreement in accordance with its terms if the Company has not presented a bona fide written claim for payment of any guaranteed obligation contemplated under the Limited Guaranty to Premier Praise Limited by such date.

Concurrently with the execution of the Limited Guaranty, each of (i) NGM, (ii) Premier Praise Limited, which is wholly owned by Hony Capital Fund V, L.P., an affiliate of Hony Capital II and (iii) Fosun also entered into a limited guaranty with the Issuer, in substantially the same form as the Limited Guaranty, with respect to 56.45%, 25.00% and 7.97%, respectively, of Parent’s termination fee and certain reimbursement and indemnification obligations.

Debt Commitment Letter

In connection with the transactions contemplated by the Merger Agreement, China Merchants Bank, New York Branch and China Merchants Bank, Nanjing Branch (collectively, “CMB”) issued a debt commitment letter (the “Debt Commitment Letter”) dated August 26, 2013, which was acknowledged by Parent and pursuant to which CMB agreed to, subject to certain conditions, arrange and underwrite $85,000,000 in the aggregate of debt financing to Parent to consummate the Merger.

The description of the Merger Agreement, the Contribution Agreement, the Limited Guaranty and the Debt Commitment Letter set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, the Contribution Agreement, the Limited Guaranty and the Debt Commitment Letter, which have been filed as Exhibits 7.02, 7.03, 7.04 and 7.05, respectively, and are incorporated herein by this reference.

Except as indicated above, none of the Reporting Persons currently have any plans or proposals that relate to or would result in any other action specified in Item 4 of this Schedule 13D. The Reporting Persons reserve their right to change their plans and intentions in connection with any of the actions contemplated in the transactions described in Item 4, including, among others, the purchase price and the financing arrangement for the transactions contemplated under the Proposal Letter. Any action taken by the Reporting Persons may be effected at any time and from time to time, subject to any applicable limitations imposed by any applicable laws.

The information contained on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference.

The 11,820,000 Ordinary Shares held by King View were initially acquired by King View in May 2008 for investment purposes in the ordinary course of its business.

The information regarding the Merger Agreement, the Contribution Agreement, the Limited Guaranty and the Debt Commitment Letter under Items 3 and 4 are incorporated herein by reference in their entirety.

To the best knowledge of the Reporting Persons, except as described above, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions 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 securities of the Issuer.

Name

Principal occupation

Citizenship

Address of principal office

Name

Principal occupation

Citizenship

Address of principal office

Name

Principal occupation

Citizenship

Address of principal office

Name

Principal occupation

Citizenship

Address of principal office