UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No.  3)*
 

China Medicine Corporation
(Name of Issuer)
 
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
 
000-51379
(CUSIP Number)
 
 
OEP CHME Holdings, LLC
  OEP CHME Holdings, LLC
Dechert LLP
 
c/o One Equity Partners
  c/o One Equity Partners
27/F Henley Building
 
Chater House, 20F
  320 Park Avenue, 18 th Floor
5 Queen’s Road Central
 
8 Connaught Road Central
  New York, NY 10022
New York, NY 10022
 
Hong Kong
  212-277-1500
+852 3518 4700
 
+852 2167 8517
  Attention:  Richard W. Smith
Attention:  David Cho
 
Attention:  Ryan Shih
 
     
     
     
     
     
     
     
 
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
September 17, 2012
(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 that is the subject of this Schedule13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  [  ]

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 (“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 17

 


CUSIP No. ___000-51379_________________
 

1.
Names of Reporting Persons.
   
 
OEP CHME Holdings, LLC
 
I.R.S. Identification Nos. of above persons (entities only).
 
27-1672808

2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
 
(a)  [    ]
 
(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)    [  ]
   
   

6.
Citizenship or Place of Organization
   
 
Delaware

Number of
7. Sole Voting Power
Shares Bene-
0
ficially
8. Shared Voting Power
Owned by Each
18,472,560*
Reporting
9. Sole Dispositive Power
Person With:
0
 
10. Shared Dispositive Power
 
11,892,560**

11.
Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
11,892,560**

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)
   
 
42.7%***

14.
Type of Reporting Person (See Instructions)
   
 
OO (Limited Liability Company)

 

 
Page 2 of 17

 


 
*
Pursuant to Rule 13-d-4 under the Exchange Act, the Reporting Persons disclaim beneficial ownership of an aggregate amount of 6,580,000 shares of Common Stock that are beneficially owned by Mr. Yang, Ms. Liu and Mr. Liu, as described in Item 5 (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 described in Item 6, and this report shall not be deemed an admission that the Reporting Persons beneficially own the Disclaimed Shares.  Furthermore, to the extent that, as described in Item 5, the Reporting Persons and Mr. Yang, Ms. Liu and Mr. Liu may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Exchange Act, the Reporting Persons expressly disclaim membership in such group except to the extent of such shared voting power.
   
**
Consists of (a) 8,333,334 shares of Common Stock plus (b) 355,922.6 shares of Redeemable Convertible Preferred Stock, which are convertible into 3,559,226 shares of Common Stock.  The calculation of the number of shares of Common Stock that the shares of Preferred Stock are convertible into is based on the conversion price as of September 17, 2012.
   
***
For the purpose of Rule 13d-3 under the Securities Exchange Act, we have assumed that all shares of Common Stock into which the shares of Preferred Stock are convertible are currently issued and outstanding.  The foregoing percentage is calculated based on 27,837,970 shares of Common Stock of the Issuer outstanding on a fully-diluted basis as of September 17, 2012, which includes the Preferred Stock beneficially owned by the Reporting Persons.

 
Page 3 of 17

 

CUSIP No. ____000-51379________________


1.
Names of Reporting Persons.
   
 
One Equity Partners III, L.P.
 
I.R.S. Identification Nos. of above persons (entities only).
 
98-0564090

2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
 
(a)  [    ]
 
(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)    [  ]
   
   

6.
Citizenship or Place of Organization
   
 
Cayman Islands

Number of
7. Sole Voting Power
Shares Bene-
0
ficially
8. Shared Voting Power
Owned by Each
18,472,560*
Reporting
9. Sole Dispositive Power
Person With:
0
 
10. Shared Dispositive Power
 
11,892,560**

11.
Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
11,892,560**

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)
   
 
42.7%***

14.
Type of Reporting Person (See Instructions)
   
 
PN

 
 
Page 4 of 17

 


 
*
Pursuant to Rule 13-d-4 under the Exchange Act, the Reporting Persons disclaim beneficial ownership of an aggregate amount of 6,580,000 shares of Common Stock that are beneficially owned by Mr. Yang, Ms. Liu and Mr. Liu, as described in Item 5 (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 described in Item 6, and this report shall not be deemed an admission that the Reporting Persons beneficially own the Disclaimed Shares.  Furthermore, to the extent that, as described in Item 5, the Reporting Persons and Mr. Yang, Ms. Liu and Mr. Liu may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Exchange Act, the Reporting Persons expressly disclaim membership in such group except to the extent of such shared voting power.
   
**
Consists of (a) 8,333,334 shares of Common Stock plus (b) 355,922.6 shares of Redeemable Convertible Preferred Stock, which are convertible into 3,559,226 shares of Common Stock.  The calculation of the number of shares of Common Stock that the shares of Preferred Stock are convertible into is based on the conversion price as of September 17, 2012.
   
***
For the purpose of Rule 13d-3 under the Securities Exchange Act, we have assumed that all shares of Common Stock into which the shares of Preferred Stock are convertible are currently issued and outstanding.  The foregoing percentage is calculated based on 27,837,970 shares of Common Stock of the Issuer outstanding on a fully-diluted basis as of September 17, 2012, which includes the Preferred Stock beneficially owned by the Reporting Persons.


 
Page 5 of 17

 

CUSIP No. ____000-51379________________


1.
Names of Reporting Persons.
   
 
OEP General Partner III, L.P.
 
I.R.S. Identification Nos. of above persons (entities only).
 
98-0563874

2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
 
(a)  [    ]
 
(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)    [  ]
   
   

6.
Citizenship or Place of Organization
   
 
Cayman Islands

Number of
7. Sole Voting Power
Shares Bene-
0
ficially
8. Shared Voting Power
Owned by Each
18,472,560*
Reporting
9. Sole Dispositive Power
Person With:
0
 
10. Shared Dispositive Power
 
11,892,560**

11.
Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
11,892,560**

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)
   
 
42.7%***

14.
Type of Reporting Person (See Instructions)
   
 
PN

 
 
Page 6 of 17

 


 
*
Pursuant to Rule 13-d-4 under the Exchange Act, the Reporting Persons disclaim beneficial ownership of an aggregate amount of 6,580,000 shares of Common Stock that are beneficially owned by Mr. Yang, Ms. Liu and Mr. Liu, as described in Item 5 (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 described in Item 6, and this report shall not be deemed an admission that the Reporting Persons beneficially own the Disclaimed Shares.  Furthermore, to the extent that, as described in Item 5, the Reporting Persons and Mr. Yang, Ms. Liu and Mr. Liu may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Exchange Act, the Reporting Persons expressly disclaim membership in such group except to the extent of such shared voting power.
   
**
Consists of (a) 8,333,334 shares of Common Stock plus (b) 355,922.6 shares of Redeemable Convertible Preferred Stock, which are convertible into 3,559,226 shares of Common Stock.  The calculation of the number of shares of Common Stock that the shares of Preferred Stock are convertible into is based on the conversion price as of September 17, 2012.
   
***
For the purpose of Rule 13d-3 under the Securities Exchange Act, we have assumed that all shares of Common Stock into which the shares of Preferred Stock are convertible are currently issued and outstanding.  The foregoing percentage is calculated based on 27,837,970 shares of Common Stock of the Issuer outstanding on a fully-diluted basis as of September 17, 2012, which includes the Preferred Stock beneficially owned by the Reporting Persons.


 
Page 7 of 17

 

CUSIP No. _____000-51379_______________


1.
Names of Reporting Persons.
   
 
OEP Parent LLC
 
I.R.S. Identification Nos. of above persons (entities only).
 
27-3449378

2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
 
(a)  [    ]
 
(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)    [  ]
   
   

6.
Citizenship or Place of Organization
   
 
Delaware

Number of
7. Sole Voting Power
Shares Bene-
0
ficially
8. Shared Voting Power
Owned by Each
18,472,560*
Reporting
9. Sole Dispositive Power
Person With:
0
 
10. Shared Dispositive Power
 
11,892,560**

11.
Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
11,892,560**

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)
   
 
42.7%***

14.
Type of Reporting Person (See Instructions)
   
 
HC; CO

 
 
Page 8 of 17

 


 
*
Pursuant to Rule 13-d-4 under the Exchange Act, the Reporting Persons disclaim beneficial ownership of an aggregate amount of 6,580,000 shares of Common Stock that are beneficially owned by Mr. Yang, Ms. Liu and Mr. Liu, as described in Item 5 (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 described in Item 6, and this report shall not be deemed an admission that the Reporting Persons beneficially own the Disclaimed Shares.  Furthermore, to the extent that, as described in Item 5, the Reporting Persons and Mr. Yang, Ms. Liu and Mr. Liu may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Exchange Act, the Reporting Persons expressly disclaim membership in such group except to the extent of such shared voting power.
   
**
Consists of (a) 8,333,334 shares of Common Stock plus (b) 355,922.6 shares of Redeemable Convertible Preferred Stock, which are convertible into 3,559,226 shares of Common Stock.  The calculation of the number of shares of Common Stock that the shares of Preferred Stock are convertible into is based on the conversion price as of September 17, 2012.
   
***
For the purpose of Rule 13d-3 under the Securities Exchange Act, we have assumed that all shares of Common Stock into which the shares of Preferred Stock are convertible are currently issued and outstanding.  The foregoing percentage is calculated based on 27,837,970 shares of Common Stock of the Issuer outstanding on a fully-diluted basis as of September 17, 2012, which includes the Preferred Stock beneficially owned by the Reporting Persons.


 
Page 9 of 17

 

This Amendment No. 3 amends the Schedule 13D (the “ Schedule 13D ”) filed with the Securities and Exchange Commission (the “ Commission ”) on February 1, 2010, as amended by Amendment No. 1 filed with the Commission on March 5, 2010, and as further amended by Amendment No. 2 filed with the Commission on November 10, 2010 by OEP CHME Holdings, LLC (“ OEP ”), One Equity Partners III, L.P., OEP General Partner III, L.P., OEP Parent Corporation and OEP Holding Corporation (One Equity Partners III, L.P., OEP General Partner III, L.P., and OEP Parent LLC collectively, with OEP, the “ Reporting Persons ”), with respect to common stock, $0.0001 par value per share (the “ Common Stock ”), of China Medicine Corporation, a Nevada corporation (the “ Issuer ”).  Capitalized terms used, but not defined herein, have the meanings ascribed to them in the Schedule 13D, as amended by Amendment No. 1, and as further amended by Amendment No. 2.
 
Item 1. Security and Issuer
 
Item 2. Identity and Background
 
The name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person of the Reporting Persons are listed on Schedule A to this Amendment No. 3.
 
During the past five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A to this Amendment No. 3 (i) has been convicted in any 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 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.
 
Item 3. Source and Amount of Funds or Other Consideration

The consideration used by the Issuer for the redemption of Preferred Stock was disbursed from the Escrow Account (as defined in the description of the Escrow Agreement in Item 6 hereto).
 
Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:
 
Except as set forth in this Item 4, none of the Reporting Persons, nor to the knowledge of each Reporting Person, any individuals listed in response to Item 2 of Schedule 13D, has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D.
 
Section 4.11 of the Stock Subscription Agreement between OEP, the Issuer and Mr. Senshan Yang, dated December 31, 2009 (the “ Stock Subscription Agreement ”) and Section 4 of the Certificate of Designation, Rights and Preferences, Redeemable Convertible Preferred Stock, China Medicine Corporation, dated as of December 31, 2009 (the “ Certificate of Designation ”) grant OEP the right to redeem Preferred Stock using funds held in the Escrow Account.
 
Pursuant to section 4.11 of the Stock Subscription Agreement, the number of shares to be redeemed, together with the value of each such share, is to be determined according to the formula set out therein.
 
Consequently, on September 17, 2012, OEP redeemed a total of 1,130,744 shares of Preferred Stock for the total consideration of Renminbi 240,607,814.14, at $33.3982862 per share.
 
For the avoidance of doubt, the disbursement of funds from the Escrow Account shall not constitute a disbursement of Escrow Funds (as defined in the Certificate of Designation) to the Issuer triggering an Automatic Conversion Event (as defined in the Certificate of Designation) under Section 6(b) of the Certificate of Designation, and shall not result in the conversion of Preferred Stock into Common Stock.
 
In addition, with respect to the Loan made by OEP to the Issuer that has not been repaid as of September 17, 2012, OEP intends to redeem that number of shares of Preferred Stock redeemable in accordance with the formula set forth in Section 4.11 of the Stock Subscription Agreement and Section 4 of the Certificate of Designation upon repayment of the Loan by the Issuer.
 
Furthermore, pursuant to Section 4.11 of the Stock Subscription Agreement, Section 11 of the Guangzhou Escrow Agreement and Section 4 of the Certificate of Designation, OEP intends to redeem that number of shares of Preferred Stock redeemable from the
 

 
Page 10 of 17

 



 
Guangzhou Escrow Account in accordance with the formula set forth in Section 4.11 of the Stock Subscription Agreement and Section 4 of the Certificate of Designation on a date to be determined by OEP.
 
Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and supplemented by adding the following:
 
Immediately before the redemption as described in Item 4, OEP and each of the other Reporting Persons may have been deemed to own beneficially 23,200,000 shares of Common Stock, which included 8,333,333 shares of Common Stock and 14,866,667 shares of Common Stock issuable upon the conversion of 1,486,666.7 Preferred Shares, representing approximately 59.3% of the outstanding shares of Common Stock on a fully-diluted basis, which includes 14,866,667 shares of Common Stock issuable upon the conversion of 1,486,666.7 Preferred Shares.
 
As of September 17, 2012, following the consummation of the redemption as described in Item 4, OEP and each of the other Reporting Persons may be deemed to own beneficially 11,892,560 shares of Common Stock, representing approximately 42.7% of the outstanding Common Stock on a fully-diluted basis.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Escrow Agreement
 
On May 16, 2011, OEP, the Issuer, and the Hong Kong branch of JPMorgan Chase Bank, N.A. (the “ Escrow Agent ”) entered into the Escrow Agreement pursuant to which an escrow account (the “ Escrow Account ”) was created by the Escrow Agent.
 
Escrow Funds Loan Agreement
 
On March 2, 2012, OEP and the Issuer entered into the Escrow Funds Loan Agreement pursuant to which the Issuer borrowed the Renminbi equivalent of US$2,000,000 (the “ Loan ”) in order for the Issuer to pay accrued expenses relating to certain accounting, legal and consulting services rendered to it by third party service providers.
 
Guangzhou Escrow Agreement
 
On January 31, 2012, OEP, Guangzhou Konzern Medicine Co., Ltd. and JPMorgan Chase Bank (China) Company Limited acting through its Guangzhou Branch (the “ Guangzhou Escrow Agent ”), entered into the Escrow Agreement (the “ Guangzhou Escrow Agreement ”) pursuant to which an escrow account (the “ Guangzhou Escrow Account ”) was created by the Guangzhou Escrow Agent.
 
Item 7. Material to Be Filed as Exhibits

Exhibit 1
Escrow Agreement, dated as of May 16, 2011 among China Medicine Corporation, OEP CHME Holdings, LLC and the Hong Kong branch of JPMorgan Chase Bank, N.A.
 
Exhibit 2
Escrow Funds Loan Agreement, dated as of March 2, 2012 between OEP CHME Holdings, LLC and China Medicine Corporation.
 
Exhibit 3
Escrow Agreement, dated as of January 31, 2012 among Guangzhou Konzern Medicine Co., Ltd., OEP CHME Holdings, LLC and JPMorgan Chase Bank (China) Company Limited Guangzhou Branch.
 

 
Page 11 of 17

 

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.

 
OEP CHME HOLDINGS, LLC
   
 
By:
One Equity Partners III, L.P.,
   
as Managing Member
   
 
By:
OEP General Partner III, L.P,
   
as general partner
   
 
By:
OEP Parent LLC,
   
as general partner
   
 
By:
/s/ Richard W. Smith  
 
Name:
Richard W. Smith
 
Title:
Managing Director
   
 
ONE EQUITY PARTNERS III, L.P.
   
 
By:
OEP General Partner III, L.P,
   
as general partner
   
 
By:
OEP Parent LLC,
   
as general partner
   
 
By:
/s/ Richard W. Smith  
 
Name:
Richard W. Smith
 
Title:
Managing Director
   
 
OEP GENERAL PARTNER III, L.P.
   
 
By:
OEP Parent LLC,
   
as general partner
   
 
By:
/s/ Richard W. Smith  
 
Name:
Richard W. Smith
 
Title:
Managing Director
   
 
OEP PARENT LLC
   
   
 
By:
/s/ Richard W. Smith  
 
Name:
Richard W. Smith
 
Title:
Managing Director
   
   
Date  September 17, 2012
 
   





Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 
Page 12 of 17

 

 
Schedule A is hereby amended and supplemented as follows:
 
DIRECTORS AND EXECUTIVE OFFICERS OF OEP PARENT LLC
 
The names of the directors and the names and titles of the executive officers of OEP Parent LLC and their present principal occupations and residence or business addresses are set forth below. Each position set forth opposite an individual’s name refers to OEP Parent LLC and each individual is a United States citizen.
 

Name
 
Position
 
Address
Richard M. Cashin
 
President and Manager
 
320 Park Avenue, NY, NY 10022
Christian P. Ahrens
 
Managing Director
 
320 Park Avenue, NY, NY 10022
Raphael L. de Balmann
 
Managing Director
 
320 Park Avenue, NY, NY 10022
Gregory A. Belinfanti
 
Managing Director
 
320 Park Avenue, NY, NY 10022
Henry H. Briance
 
Managing Director
 
320 Park Avenue, NY, NY 10022
James B. Cherry
 
Managing Director
 
21 South Clark Street, Chicago IL 60603-2003
Andrew G. Dunn
 
Managing Director
 
320 Park Avenue, NY, NY 10022
Colin M. Farmer
 
Managing Director
 
320 Park Avenue, NY, NY 10022
David Han
 
Managing Director
 
320 Park Avenue, NY, NY 10022
Joseph P. Huffsmith
 
Managing Director
 
10 South Dearborn, Chicago Illinois 60603-2003
Thomas J. Kichler
 
Managing Director
 
10 South Dearborn, Chicago Illinois 60603-2003
James W. Koven
 
Managing Director
 
320 Park Avenue, NY, NY 10022
Joseph G. Michels
 
Managing Director
 
320 Park Avenue, NY, NY 10022
Jacques Nasser
 
Managing Director
 
1400 East Newport Center Drive, Deerfield Beach, FL 33442-7737
David Robakidze
 
Managing Director
 
320 Park Avenue, NY, NY 10022
Charles W. Scharf
 
Managing Director
 
320 Park Avenue, NY, NY 10022
Richard W. Smith
 
Managing Director and Manager
 
320 Park Avenue, NY, NY 10022
David A. Walsh
 
Managing Director
 
320 Park Avenue, NY, NY 10022
William H. Wangerin
 
Managing Director
 
21 South Clark Street, Chicago IL 60603-2003
Matthew P. Hughes
 
Vice President
 
320 Park Avenue, NY, NY 10022
Ravish V. Patwardhan
 
Vice President
 
320 Park Avenue, NY, NY 10022
Kathryn L. Bryan
 
Chief Operating Officer & Chief Financial Officer
 
320 Park Avenue, NY, NY 10022
Judah A. Shechter
 
General Counsel & Secretary
 
270 Park Avenue, NY, NY 10017
Si-Yeon Kim
 
Chief Compliance Officer
 
320 Park Avenue, NY, NY 10022
Colleen A. Greenrod
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Jessica R. Marion
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Asha T. Eapen
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Dora M. Stojka
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Elizabeth De Guzman
 
Vice President & Assistant Secretary
 
270 Park Avenue, NY, NY 10017
Jay Mandelbaum
 
Manager
 
270 Park Avenue, NY, NY 10017
Doublas B. Petno
 
Manager
 
270 Park Avenue, NY, NY 10017
Robert Rubin
 
Manager
 
320 Park Avenue, NY, NY 10022
Matthew W. James
 
Manager
 
270 Park Avenue, NY, NY 10017
Barry L. Zubrow
 
Manager
 
270 Park Avenue, NY, NY 10017


 
Page 13 of 17

 


 
DIRECTORS AND EXECUTIVE OFFICERS OF OEP HOLDING CORPORATION
 
The names of the directors and the names and titles of the executive officers of OEP Holding Corporation and their present principal occupations and residence or business addresses are set forth below. Each position set forth opposite an individual’s name refers to OEP Holding Corporation and each individual is a United States citizen.

Name
 
Position
 
Address
Richard M. Cashin
 
Director and President
 
320 Park Avenue, New York, NY 10022
Christian P. Ahrens
 
Managing Director
 
320 Park Avenue, New York, NY 10022
Gregory A. Belinfanti
 
Managing Director
 
320 Park Avenue, New York, NY 10022
Henry H. Briance
 
Managing Director
 
320 Park Avenue, New York, NY 10022
James B. Cherry
 
Managing Director
 
21 South Clark Street, Chicago, IL 60603- 2003
Raphael de Balmann
 
Managing Director
 
320 Park Avenue, New York, NY 10022
Andrew G. Dunn
 
Managing Director
 
320 Park Avenue, New York, NY 10022
Colin M. Farmer
 
Managing Director
 
320 Park Avenue, New York, NY 10022
David Han
 
Managing Director
 
320 Park Avenue, New York, NY 10022
Joseph Huffsmith
 
Managing Director
 
10 South Dearborn, Chicago Illinois 60603-2003
Thomas J. Kichler
 
Managing Director
 
10 South Dearborn, Chicago Illinois 60603-2003
James W. Koven
 
Managing Director
 
320 Park Avenue, New York, NY 10022
Joseph G. Michels
 
Managing Director
 
320 Park Avenue, New York, NY 10022
Jac Nasser
 
Managing Director
 
1400 East Newport Center Drive, Deerfield Beach, FL, 33442-7737
David Robakidze
 
Managing Director
 
320 Park Avenue, New York, NY 10022
Charles W. Scharf
 
Managing Director
 
320 Park Avenue, New York, NY 10022
Richard W. Smith
 
Managing Director and Director
 
320 Park Avenue, New York, NY 10022
David A. Walsh
 
Managing Director
 
320 Park Avenue, New York, NY 10022
William H. Wangerin
 
Managing Director
 
21 South Clark Street, Chicago, IL 60603-2003
Matthew P. Hughes
 
Vice President
 
320 Park Avenue, New York, NY 10022
Ravish V. Patwardhan
 
Vice President
 
320 Park Avenue, New York, NY 10022
Kathryn L. Bryan
 
Chief Operating Officer & Chief Financial Officer
 
320 Park Avenue, New York, NY 10022
Judah A. Shechter
 
General Counsel & Secretary
 
320 Park Avenue, New York, NY 10022
Si-Yeon Kim
 
Chief Compliance Officer
 
320 Park Avenue, New York, NY 10022
Elizabeth De Guzman
 
Vice President & Assistant Secretary
 
270 Park Avenue, New York, NY 10017
Asha T. Eapen
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Colleen A. Greenrod
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Jessica R. Marion
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Dora M. Stojka
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
 
DIRECTORS AND EXECUTIVE OFFICERS OF JPMORGAN CAPITAL CORPORATION
 
The names of the directors and the names and titles of the executive officers of JPMorgan Capital Corporation and their present principal occupations and residence or business addresses are set forth below. Each position set forth opposite an individual’s name refers to JPMorgan Capital Corporation and each individual is a United States citizen.

Name
 
Position
 
Address
Ellen J. Manola
 
Director
 
10 South Dearborn, Chicago IL 60603-2203
Francisco J. Pereiro
 
Director
 
10 South Dearborn, Chicago IL 60603-2203
Peter G. Weiland
 
Director
 
270 Park Avenue, New York, NY 10017
Scott Abramson
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Richard D. Archer
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Christine N. Bannerman
 
Vice President & Assistant Secretary
 
4 Chase Metrotech, Brooklyn, NY 11245


 
Page 14 of 17

 


Daniel A. Balazs
 
Associate
 
10 South Dearborn, Chicago, IL, 60603-2300
Geoffrey P. Bratton
 
Executive Director (Officer)
 
10 South Dearborn, Chicago, IL 60603-2203
Michael S. Bryant
 
Associate
 
10 South Dearborn, Chicago, IL 60603-2203
Browne, Brigid
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Mit C. Buchanan
 
Managing Director
 
10 South Dearborn, Chicago IL 60603-2203
William R. Crissy
 
Executive Director (Officer)
 
10 South Dearborn, Chicago IL 60603-2203
Cynthia Cain
 
Executive Director (Officer)
 
10 South Dearborn, Chicago IL 60603-2203
Ana E. Conforti
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Richard S. Crowley
 
Executive Director (Officer)
 
10 South Dearborn, Chicago IL 60603-2203
Victoria B. Dal Santo
 
Executive Director (Officer)
 
10 South Dearborn, Chicago IL 60603-2203
Sheila K Delaney
 
Associate
 
10 South Dearborn, Chicago, IL 60603-2203
Anand Dandapani
 
Executive Director (Officer)
 
10 South Dearborn, Chicago IL 60603-2203
Jason T. Dinneen
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Hellen Doo
 
Vice President & Asst Secretary
 
245 Park Avenue, New York, NY 10167-0001
Antonina Doria
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Mary K. Duff
 
Executive Director (Officer)
 
10 South Dearborn, Chicago IL 60603-2203
James A. Durham
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Sean M. Dwyer
 
Executive Director (Officer)
 
10 South Dearborn, Chicago IL 60603-2203
John M. Eber
 
Managing Director
 
10 South Dearborn, Chicago IL 60603-2203
James M. Eligator
 
Managing Director
 
10 South Dearborn, Chicago IL 60603-2203
Mary Eymard
 
Vice President
 
451 Florida Street, Baton Rouge, LA 70801-1700
Jean Fanning
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Frieda B. Feiger
 
Associate
 
10 South Dearborn, Chicago IL 60603-2203
Linda L. Fernandez
 
Associate
 
10 South Dearborn, Chicago IL 60603-2203
James A. Fox
 
Executive Director (Officer)
 
10 South Dearborn, Chicago IL 60603-2203
Emily M. Garrett
 
Vice President
 
383 Madison Avenue, New York, NY 10179
Brett A. Geiger
 
Executive Director (Officer)
 
10 South Dearborn, Chicago IL 60603-2203
Heather Glover
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Brian R. Gnolfo
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Darlene T. Golly
 
Associate
 
10 South Dearborn, Chicago IL 60603-2203
Amber Haley
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Patricia T. Habicht
 
Assistant Secretary
 
10 South Dearborn, Chicago IL 60603-2203
Eric J. Hamm
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Elizabeth M. Hayes
 
Associate
 
10 South Dearborn, Chicago IL 60603-2203
Michael D. Heine
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Yale C. Henderson
 
Managing Director
 
10 South Dearborn, Chicago IL 60603-2203
Jeffrey L. Hinds
 
Executive Director (Officer)
 
10 South Dearborn, Chicago IL 60603-2203
Philipp A. Hirche
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Anthony J. Horan
 
Senior Vice President & Assistant Secretary
 
277 Park Avenue, New York, NY 10172
Rondella Hunt
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
John T. Hunter
 
Vice President
 
10 South Dearborn, Chicago IL 60603-2203
Steven N. Ignelzi
 
Executive Director (Officer)
 
10 South Dearborn, Chicago, IL 60603-2203
Michelle L. Jones
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Suzanne M. Jones
 
Executive Director (Officer)
 
10 South Dearborn, Chicago, IL 60603-2203
Min Yun Kim
 
Associate
 
10 South Dearborn, Chicago, IL 60603-2203
Jan I. Krueger
 
Associate
 
10 South Dearborn, Chicago, IL 60603-2203
William P. Kusack Jr
 
Managing Director
 
10 South Dearborn, Chicago, IL 60603-2203
Elisa A. Lass
 
Executive Director (Officer)
 
10 South Dearborn, Chicago, IL 60603-2203
Lennox Leighton
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Mark Lenhardt
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Melvina E. Lloyd
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Kurt Lundgren
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Ellen J. Manola
 
Executive Director (Officer)
 
10 South Dearborn, Chicago, IL 60603-2203
Ellen J. Manola
 
Treasurer
 
10 South Dearborn, Chicago, IL 60603-2203
Kin, Ryan
 
Vice President
 
10 South Dearborn Chicago, IL 60603-2203
Douglas, S. Lloyd
 
Executive Director (Officer)
 
10 South Dearborn Chicago, IL 60603-2203
Marie Y. Martinez
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Mark J. McCann
 
Executive Director (Officer)
 
10 South Dearborn, Chicago, IL 60603-2203
Colleen A. Meade
 
Executive Director (Officer) Secretary
 
4 Chase Metrotech Center, Brooklyn, NY 11245-0001

 
Page 15 of 17

 



Allison Metzger
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
D. C. Robinson
 
Executive Director
 
10 South Dearborn Chicago, IL 60603-2203
Deanna C. Mueller
 
Associate
 
10 South Dearborn, Chicago, IL 60603-2203
Patrick J. Nash
 
Managing Director
 
10 South Dearborn, Chicago, IL 60603-2203
Naveed Nabavi
 
Associate
 
10 South Dearborn, Chicago, IL 60603-2203
Roxanne C. Nicolas
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Timothy P. O’Keefe
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Susan M. Ochoa
 
Associate
 
10 South Dearborn, Chicago, IL 60603-2203
Gina I. Orlando
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Jon W. Pagac
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Melanie A. Pagliari
 
Associate
 
10 South Dearborn, Chicago, IL 60603-2203
Susan Parsons
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Anne F. Pax
 
Executive Director (Officer)
 
10 South Dearborn, Chicago, IL 60603-2203
William C. Pelletier
 
Executive Director (Officer)
 
10 South Dearborn, Chicago, IL 60603-2203
Bonnie L. Percy-Hill
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Francisco J. Pereiro
 
Chairman
 
10 South Dearborn, Chicago, IL 60603-2203
Francisco J. Pereiro
 
President
 
10 South Dearborn, Chicago, IL 60603-2203
Brian Polt
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Jeremy S. Reinhard
 
Vice President
 
10 South Dearborn, Chicago, IL 60603-2203
Paulius Remeza
 
Associate
 
10 South Dearborn, Chicago, IL 60603-2203
D. C. Robinson
 
Executive Director (Officer)
 
10 South Dearborn, Chicago, IL 60603-2203
Mary F. Sackley
 
Vice President
 
10 South Dearborn, Chicago IL, 60603-2203
John P. Scothorn
 
Vice President
 
10 South Dearborn, Chicago IL, 60603-2203
Shahani, Hasmita
 
Associate
 
10 South Dearborn Chicago, IL, 60603-2203
Socheat V. Som
 
Vice President
 
10 South Dearborn, Chicago IL, 60603-2203
Rubiao Song
 
Executive Director (Officer)
 
383 Madison Avenue, New York, NY 10179
Joel P. Spenadel
 
Executive Director (Officer)
 
10 South Dearborn, Chicago IL, 60603-2203
Jeffrey S. Steenwyk
 
Vice President
 
10 South Dearborn, Chicago IL, 60603-2203
Theodora Stojka
 
Vice President
 
10 South Dearborn, Chicago IL, 60603-2203
Aloysius T. Stonitsch
 
Managing Director
 
10 South Dearborn, Chicago IL, 60603-2203
David R. Stoppel
 
Associate
 
10 South Dearborn, Chicago IL, 60603-2203
Patricia L. Striegel
 
Associate
 
10 South Dearborn, Chicago IL, 60603-2203
Galina Tam
 
Associate
 
10 South Dearborn, Chicago IL, 60603-2203
Bradley R. Tieche
 
Associate
 
10 South Dearborn, Chicago, IL 60603-2203
Eric T. White
 
Executive Director (Officer)
 
10 South Dearborn Chicago, IL, 60603-2203
Damian Warshall
 
Vice President
 
10 South Dearborn, Chicago IL, 60603-2203
Krystal Zec
 
Vice President
 
10 South Dearborn, Chicago IL, 60603-2203
Jon D. Zywiciel
 
Vice President
 
10 South Dearborn, Chicago IL, 60603-2203
 
DIRECTORS AND EXECUTIVE OFFICERS OF BANC ONE FINANCIAL LLC
 
The names and titles of the executive officers of Banc One Financial LLC and their present principal occupations and residence or business addresses are set forth below. Each position set forth opposite an individual’s name refers Banc One Financial  LLC and each individual is a United States citizen.

Name
 
Position
 
Address
Michael J. Cavanagh
 
Director and Chairman of the Board
 
270 Park Avenue, New York, NY 10017
Christine N. Bannerman
 
Assistant Secretary
 
270 Park Avenue, New York, NY 10017
Francis J. Drozek
 
Assistant Treasurer
 
270 Park Avenue, New York, NY 10017
Lisa J. Fitzgerald
 
Managing Director
 
270 Park Avenue, New York, NY 10017
James A. Fox
 
Executive Director (Officer)
 
270 Park Avenue, New York, NY 10017
Jeffrey L. Hinds
 
Executive Director (Officer)
 
270 Park Avenue, New York, NY 10017
John J. Hyland
 
Vice president & Treasurer
 
270 Park Avenue, New York, NY 10017
Eva Loeffler
 
Assistant Secretary
 
270 Park Avenue, New York, NY 10017
Patrick J. Nash
 
Managing Director
 
270 Park Avenue New York, NY 10017
Carin S. Reddish
 
Assistant Secretary
 
270 Park Avenue, New York, NY 10017
Aloysius Stonitsch
 
Managing Director
 
270 Park Avenue, New York, NY 10017


 
Page 16 of 17

 


 
DIRECTORS AND EXECUTIVE OFFICERS OF JPMORGAN CHASE & CO.
 
The names and titles of the directors and executive officers of JPMorgan Chase & Co. and their present principal occupations and residence or business addresses are set forth below. Each occupation set forth opposite an individual’s name refers to JPMorgan Chase & Co. unless otherwise noted and each individual is a United States citizen.

Name
 
Position
 
Address
James Dimon
 
President, Chief Executive Officer and Chairman of the Board of Directors
 
270 Park Avenue, New York, NY 10017
Frank Bisignano
 
Chief Administrative Officer
 
270 Park Avenue, New York, NY 10017
Douglas L. Braunstein
 
Chief Financial Officer
 
270 Park Avenue, New York, NY 10017
Michael J. Cavanagh
 
Chief Executive Officer of Treasury & Securities Services
 
270 Park Avenue, New York, NY 10017
Stephen M. Cutler
 
General Counsel
 
270 Park Avenue, New York, NY 10017
John L. Donnelly
 
Director of Human Resources
 
270 Park Avenue, New York, NY 10017
Mary E. Erdoes
 
Chief Executive Officer of Asset Management
 
270 Park Avenue, New York, NY 10017
John J. Hogan
 
Chief Risk Officer
 
270 Park Avenue, New York, NY 10017
Samuel Todd Maclin
 
Chief Executive Officer of Consumer and Business Banking
 
270 Park Avenue, New York, NY 10017
Douglas B. Petno
 
Chief Executive Officer of Commercial Banking
 
270 Park Avenue, New York, NY 10017
Gordon A. Smith
 
Chief Executive Officer Card Services
 
270 Park Avenue, New York, NY 10017
James E. Staley
 
Chief Executive Officer of Investment Bank Management
 
270 Park Avenue, New York, NY 10017
Matthew E. Zames
 
Chief Investment Officer
 
270 Park Avenue, New York, NY 10017
Barry L. Zubrow
 
Head of Corporate Regulatory Affairs
 
270 Park Avenue, New York, NY 10017
James A. Bell
 
Director; also, Retired Executive Vice President of The Boeing Company
 
c/o JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017
Crandall C. Bowles
 
Director; also, Chairman of Spring Industries, Inc.
 
c/o JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017
Stephen B. Burke
 
Director; also, Chief Executive Officer of NBC Universal, LLC and Executive Vice President of Comcast Cable Communications Inc.
 
c/o JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017
David M. Cote
 
Director; also, Chairman and Chief Executive Officer of Honeywell International Inc.
 
c/o JPMorgan Chase & Co. , 270 Park Avenue, New York, NY 10017
James S. Crown
 
Director; also, President of Henry Crown and Company
 
c/o JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017
Timothy P. Flynn
 
Director; also, Retired Chairman of KPMG International
 
c/o JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017
Ellen V. Futter
 
Director; also, President and Trustee of American Museum of Natural History
 
c/o JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017
Laban P. Jackson Jr.
 
Director; also, Chairman and Chief Executive Officer of Clear Creek Properties
 
c/o JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017
Lee R. Raymond
 
Director; also, Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation
 
c/o JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017
William C. Weldon
 
Director; also, Chairman and Chief Executive Officer of Johnson & Johnson
 
c/o JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017


 
Page 17 of 17

 

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