CHME China Medicine Corporation (CE)

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, No. 333-140771, which was originally filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2007 (the “Registration Statement”), of China Medicine Corporation (the “Company”), is being filed to terminate the effectiveness of the Registration Statement and remove from registration all securities reserved for issuance under the Company’s 2006 Long-Term Incentive Plan (the “Plan”) which have not yet been issued under the Plan as well as securities which have been issued upon the exercise of stock options granted under the Plan but have not yet been resold. The Registration Statement initially registered a total of 1,575,000 shares of common stock, par value $.0001 per share (“Common Stock”), of the Company under the Plan.

In the Company’s Current Report on Form 8-K, which was filed with the SEC on September 27, 2012, the Company announced its intention to deregister its Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On October 4, 2012, the Company filed a Form 15 to suspend its reporting obligations under Section 13 of the Exchange Act. The deregistration will become effective 90 days from the filing of the Form 15. In connection with such actions, the Company terminated the offering contemplated by the Registration Statement.

In accordance with an undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Company hereby amends the Registration Statement to remove from registration all shares of Common Stock and all other securities registered under the Registration Statement which remain unsold or otherwise unissued under the Plan.