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.

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

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, 2008

(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 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).

[Continued on following pages]

 

 

CUSIP No.		82859P 10 4		Page		2		of		8

CUSIP No.		82859P 10 4		Page		3		of		8

CUSIP No.		82859P 10 4		Page		4		of		8

CUSIP NO. 82859P 10 4		Schedule 13G		Page 5 of 8 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
		People’s Republic of China
ITEM 2(a).		NAME OF PERSON FILING:
		This Schedule 13G is filed by and on behalf of (a) Assure Ahead Investments Limited, (b) Hony Capital II, L.P. and (c) Hony Capital II GP Ltd. Hony Capital II, L.P. holds all equity interest in Assure Ahead Investments Limited and has the right to appoint and remove all directors of Assure Ahead Investments Limited. Pursuant to Rule 13d-3 under the Act, Hony Capital II, L.P. may be deemed to be the beneficial owner of the Ordinary Shares of the Issuer owned by Assure Ahead Investments Limited. Hony Capital II GP Ltd. is the general partner of Hony Capital II, L.P. Pursuant to Rule 13d-3 under the Act, Hony Capital II GP Ltd. may be deemed to be the beneficial owner of the Ordinary Shares of the Issuers beneficially owned by Hony Capital II, L.P. Assure Ahead Investments Limited, Hony Capital II, L.P. and Hony Capital II GP Ltd. are making this single, joint filing pursuant to Rule 13d-1(k) of the Act because each of them is reporting as to the beneficial ownership of the same securities.
ITEM 2(b).		ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
		The address of principal business office of each of Assure Ahead Investments Limited, Hony Capital II, L.P. and Hony Capital II GP Ltd. is 6th Floor, South Tower C, Raycom InfoTech Park, No.2 Kexueyuan Nanlu, Haidian District, Beijing 100080, the People’s Republic of China
ITEM 2(c)		CITIZENSHIP:
		Assure Ahead Investments Limited is a British Virgin Islands company. Hony Capital II, L.P. and Hony Capital II GP Ltd. are chartered in the Cayman Islands.

CUSIP NO. 82859P 10 4		Schedule 13G		Page 6 of 8 Pages

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.
ITEM 4.		OWNERSHIP.
		The following information with respect to the ownership of the Ordinary Shares of the Issuer by the persons filing this statement is provided as of December 31, 2008. The percentage amounts are based on 124,040,898 Ordinary Shares outstanding as of December 31, 2008, 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

direct the

to direct the

beneficially

Percent

to direct

to direct

disposition

disposition

Reporting Person

owned:

of class:

the vote:

the vote:

of:

of:

Assure Ahead Investments Limited

17,924,692

14.5%

17,924,692

—

17,924,692

—

Hony Capital II, L.P.

17,924,692

14.5%

17,924,692

—

17,924,692

—

Hony Capital II GP Ltd.

17,924,692

14.5%

17,924,692

—

17,924,692

—

		Assure Ahead Investments Limited is the record holder of 17,924,692 Ordinary Shares of the Issuer. Hony Capital II, L.P. holds all equity interest in Assure Ahead Investments Limited and has the right to appoint and remove all directors of Assure Ahead Investments Limited. Pursuant to Rule 13d-3 under the Act, Hony Capital II, L.P. may be deemed to be the beneficial owner of the Ordinary Shares of the Issuer owned by Assure Ahead Investments Limited. Hony Capital II GP Ltd. is the general partner of Hony Capital II, L.P. Pursuant to Rule 13d-3 under the Act, Hony Capital II GP Ltd. may be deemed to be the beneficial owner of the Ordinary Shares of the Issuers beneficially owned by Hony Capital II, L.P.
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

CUSIP NO. 82859P 10 4		Schedule 13G		Page 7 of 8 Pages

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.
		Hony Capital II, L.P. holds all equity interest in Assure Ahead Investments Limited. Hony Capital II GP Ltd. holds a general partnership interest in Hony Capital II, L.P.
ITEM 8.		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
		Not applicable
ITEM 9.		NOTICE OF DISSOLUTION OF GROUP.
		Not applicable
ITEM 10.		CERTIFICATION.
		Not applicable

CUSIP NO. 82859P 10 4		Schedule 13G		Page 8 of 8 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 13, 2009