UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





AMENDMENT NO.1

TO

FORM 20-F





(Mark One)

| ̈ | Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------------------

or



|x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2009

or



| ̈ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from             to

or



| ̈ | Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report

Commission file number 001-34368





Chemspec
International Limited

(Exact Name of Registrant as Specified in Its Charter)





Cayman Islands

(Jurisdiction of Incorporation or Organization)

No. 200, Wu Wei
Road, Shanghai 200331, Peoples Republic of China

(Address of Principal Executive Offices)

Jianhua Yang

No. 200, Wu Wei Road, Shanghai 200331,

Peoples Republic of China

Tel: +86 (21) 6363-9090

Fax: +86 (21) 6363-6993

(Name, Telephone, email and/or Facsimile number and Address of Company Contact Person)





Securities
registered or to be registered pursuant to Section 12(b) of the Act:



|                                                                                                                                                            |  |                                          
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------
|Title of Each Class                                                                                                                                         |  | Name of Each Exchange on Which Registered
|Ordinary Shares, par value HK$0.01 per share
American Depositary Shares, as evidenced by American Depositary
Receipts, each representing 60 Ordinary Shares |  | New York Stock Exchange*                 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None







Indicate the number of outstanding shares of each of the Issuers classes of capital or common stock as of the close of the period
covered by the annual report.

2,167,620,000 Ordinary Shares



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes   ̈    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                      |  |                         
|-------------------------- |  | -------------------- |  | ------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈ |  | Non-accelerated filer  x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  x    International Financial
Reporting Standards as issued by the International Accounting Standards Board   ̈    Other   ̈

If Other has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow.    Item 17   ̈    Item 18   ̈

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities
Exchange Act of 1934).    Yes   ̈    No  x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d) of
the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes   ̈    No   ̈









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EXPLANATORY NOTE

This Amendment No. 1 to our Annual Report on Form 20-F for the year ended December 31, 2009, or Amendment No. 1, amends our Annual Report
on Form 20-F for the year ended December 31, 2009 initially filed with the Securities and Exchange Commission, on June 23, 2010, or the Originally Filed 20-F. Amendment No. 1 amends the exhibit index and files an amended Exhibit 12.1 and Exhibit
12.2.

Other than the foregoing items, no part of the Originally Filed 20-F is being amended. Amendment No. 1 does not reflect
events occurring after the filing of the Originally Filed 20-F and does not modify or update the disclosures therein in any way other than as required to reflect the amendments described above.



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|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

The
following is a list of the audited consolidated financial statements and a report of the independent registered public accounting firm included in this annual report beginning on page F-1.



|                                                                                                                 |  |      |     | 
|---------------------------------------------------------------------------------------------------------------- |  | ---- | --- | 
|                                                                                                                 |  | Page |    
|Report of Independent Registered Public Accounting Firm                                                          |  |      | F-1 | 
|                                                                                                                 | 
|Consolidated Balance Sheets as of December 31, 2008 and 2009                                                     |  |      | F-2 | 
|                                                                                                                 | 
|Consolidated Statements of Income for the years ended December 31, 2007, 2008 and
2009                           |  |      | F-3 | 
|                                                                                                                 | 
|Consolidated Statements of Equity and Comprehensive Income for the years ended December 
31, 2007, 2008 and 2009 |  |      | F-4 | 
|                                                                                                                 | 
|Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2008 and
2009                       |  |      | F-5 | 
|                                                                                                                 | 
|Notes to the Consolidated Financial Statements for the years ended December 31, 2007, 2008 and
2009              |  |      | F-7 | 



|ITEM 19. | EXHIBITS
|-------- | --------



|              |  |                                                                                                           
|------------- |  | ----------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibits                                                                                   
|              | 
|1.1*          |  | Memorandum and Articles of Association of Chemspec International Limited, as currently in effect          
|              | 
|1.2*          |  | Form of Amended and Restated Memorandum and Articles of Association                                       
|              | 
|2.1*          |  | Specimen Certificate for Ordinary Shares of Chemspec International Limited                                
|              | 
|4.2*          |  | Registrants 2008 Share Incentive Plan Adopted as of January 1, 2008                                      
|              | 
|4.3*          |  | Form of Indemnification Agreement with the Registrants Directors                                         
|              | 
|4.4*          |  | Form of Non-disclosure, Non-competition and Proprietary Information Agreement                             
|              | 
|4.5*          |  | Form of Employment Agreement                                                                              
|              | 
|8.1*          |  | List of Subsidiaries                                                                                      
|              | 
|11.1*         |  | Code of Business Conduct and Ethics                                                                       
|              | 
|12.1          |  | Certification of our Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    
|              | 
|12.2          |  | Certification of our Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|13.1          |  | Certification of our Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    
|              | 
|13.2          |  | Certification of the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|              | 
|15.1*         |  | Consent of Independent Registered Public Accounting Firm                                                  



|* | Previously filed
|- | ----------------



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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.



CHEMSPEC INTERNATIONAL LIMITEDBy:

/s/    JIANHUA
YANGName:

Jianhua YangTitle:

Chief Executive Officer


Date: January 12, 2011



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