FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2011

Commission File Number: 001-34368

CHEMSPEC INTERNATIONAL LIMITED

No. 200, Wu Wei Road

Shanghai 200331

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A

TABLE OF CONTENTS

Exhibit 99.1 – Press Release

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


CHEMSPEC INTERNATIONAL LIMITED

By:		/s/ Jianhua Yang
Name:		Jianhua Yang
Title:		Chief Executive Officer

Date: May 326, 2011

Exhibit 99.1

CHEMSPEC INTERNATIONAL LIMITED ANNOUNCES FIRST QUARTER 2011

~~FILES GOING-PRIVATE TRANSACTION STATEMENT~~UNAUDITED ONFINANCIAL ~~SCHEDULE~~RESULTS ~~13E-3~~

SHANGHAI, May 3 25, 2011 –— Chemspec International Limited (NYSE: CPC; “Chemspec” or the “Company”~~, incorporated in the Cayman Islands~~), a leading China-based contract manufacturer of highly-engineered specialty chemicals, today announced ~~that~~its itunaudited ~~has~~financial ~~filed~~results1 afor ~~going-private transaction statement on Schedule 13E-3 (“Going-Private Statement”) with~~ the ~~United~~first ~~States~~quarter ~~Securities~~ended ~~and Exchange Commission (“SEC”). Attached as an exhibit to the Going-Private Statement is a preliminary proxy statement (the “Preliminary Proxy Statement”) that~~March 31, ~~subject to completion, will be used in connection with an extraordinary general meeting of shareholders (the “EGM”), which the Company expects to hold in the third quarter of~~ 2011.

AsFirst ~~described~~Quarter more fully in the Going-Private Statement and the Preliminary Proxy Statement, the business to be transacted at the EGM includes shareholder approval of the proposed merger and the agreement and plan of merger, dated as of March 21, 2011, byFinancial ~~and~~Highlights among Halogen Limited (“Parent”), a Cayman Islands company beneficially owned by Dr. Jianhua Yang, chairman of the board of directors and chief executive officer of the Company, and Primavera Capital (Cayman) Fund I L.P., Halogen Mergersub Limited, a Cayman Islands company wholly owned by Parent, the Company and Dr. Jianhua Yang (the “Merger Agreement”). The proposed merger and the Merger Agreement are more fully described in the Going-Private Statement and the exhibits attached thereto, including the Preliminary Proxy Statement. In addition, a copy of the Merger Agreement is attached as an exhibit to the Preliminary Proxy Statement. If completed, the proposed merger would result in the Company becoming a privately held company and its ADSs would no longer be listed on the New York Stock Exchange. The Company’s board of directors, acting upon the unanimous recommendation of the independent committee formed by the board of directors, approved the Merger Agreement and resolved to recommend that the Company’s shareholders vote to adopt the Merger Agreement.

~~The~~• ~~Going-Private~~Total ~~Statement~~sales ~~and~~reached ~~the~~RMB209.0 ~~Preliminary~~million ~~Proxy Statement, and any amendments thereto, can be obtained from the SEC’s website~~ (~~http://www~~US$31.~~sec.gov).~~9 ~~In addition~~million), ~~shareholders~~representing ~~and~~a ~~ADS~~decrease ~~holders~~of ~~will~~5.1% ~~receive~~from the ~~definitive~~first ~~proxy~~quarter ~~statement~~of by2010 ~~mail~~ and ~~requests~~a ~~for~~decrease ~~additional copies~~ of ~~the~~22.7% ~~definitive~~from ~~proxy statement should be directed to Okapi Partners LLC,~~ the ~~Company’s proxy~~fourth ~~solicitor,~~quarter ~~toll free at +1 855 208-8903 (or +1 212 297 0720 outside~~ of ~~the United States)~~2010. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS.

~~This~~• ~~announcement~~Gross isprofit ~~neither~~totaled ~~a solicitation~~RMB76.8 ofmillion ~~proxy~~(US$11.7 million), anrepresenting ~~offer to purchase nor~~ a ~~solicitation~~decrease of an20.3% ~~offer to sell any securities~~ and it22.2% isfrom ~~not~~the afirst ~~substitute~~quarter ~~for~~of ~~any~~2010 ~~proxy~~and ~~statement~~the orfourth ~~other~~quarter ~~filings~~of ~~that~~2010, ~~have been or will be made with the SEC~~respectively.

~~About~~• ~~Chemspec~~Income from operations was RMB28.4 million (US$4.3 million), representing a decrease of 52.4% and 44.9% from the first quarter of 2010 and the fourth quarter of 2010, respectively.

~~Chemspec~~• isNet aincome ~~leading China-based~~attributable ~~contract~~to ~~manufacturer~~the ofCompany’s ~~highly~~shareholders ~~engineered~~was ~~specialty~~RMB22.6 ~~chemicals~~million ~~as well as fluorinated specialty chemicals~~(US$3. In5 ~~manufacturing specialty chemicals~~million), ~~Chemspec~~representing ~~also~~a ~~provides~~decrease ~~process~~of ~~design~~56.8% and ~~process~~50.1% ~~development~~from ~~services,~~the ~~which~~first ~~enable efficient~~quarter ~~and rapid production~~ of ~~specialty~~2010 ~~chemicals~~and ~~that are incorporated into~~ the ~~products~~fourth quarter of ~~Chemspec’s end users. Chemspec’s customers and end users include electronics~~2010, ~~pharmaceutical and agrochemical companies~~respectively. ~~For more information, please visit http://www.chemspec.com.cn.~~

•

Basic and diluted earnings per ADS² were both RMB0.63 (US$0.10). Basic and diluted earnings per ADS were both RMB1.44 (US$0.21) in the first quarter of 2010. Basic and diluted earnings per ADS in the fourth quarter of 2010 were both RMB1.26 (US$0.19).

Dr. Jianhua Yang, Chairman and Chief Executive Officer of Chemspec, commented, “The total sales of the first quarter of 2011 was in line with the guidance we provided in April. Although the past quarter was not outstanding, especially compared with our relatively stronger performance in 2010, I want to emphasize two key factors that we value in our business. First, we have strong chemical process and development capabilities and are highly competitive compared to our global peers. Secondly, we have maintained a strong client relationship with our customers. Both factors will greatly help our business when the market demand grows.”

Mr. Zixin Wang, Vice President of Finance, commented, “As the inventory level has been a concern for the management, we have closely monitored the inventory level and implemented certain measures. For the first quarter of 2011, we were able to slightly lower the inventory level. Going forward, we will continue our efforts to bring down the inventory level gradually.”

First Quarter 2011 Financial Results

Total Sales

For the three months ended March 31, 2011, we generated total sales of RMB209.0 million (US$31.9 million), representing a decrease of 5.1% from the first quarter of 2010 and a decrease of 22.7% from the fourth quarter of 2010.

Certain Renminbi (RMB) amounts in this press release have been translated into U.S. dollar (USD) solely for the convenience of the reader. The conversion of RMB into USD in this release is based on the noon buying rate in the City of New York for cable transfers in RMB per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2011, which was RMB 6.5483 to USD1.00. The percentages stated are calculated based on RMB.

²	1 ADS=60 ordinary shares

~~Forward~~A strong recovery in the electronics end-~~Looking~~market ~~Statements~~occurred in the first quarter of 2010 after the global financial crisis. However, our sales to the electronics end-market was relatively weaker in the first quarter of 2011, which caused the decline in the total sales compared with the first quarter of 2010. Compared with the fourth quarter of 2010, the decrease in our total sales was primarily attributable to seasonality, as the first quarter of each year usually has lower demand for chemicals used in the electronics end-market.

~~Statements~~Gross ~~about~~Profit ~~the expected timing, completion~~ and ~~effects~~Gross ofMargin the proposed merger, and all other statements in this press release other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements, each of which is qualified in its entirety by reference to the following cautionary statements. Forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. A number of the matters discussed herein that are not historical or current facts deal with potential future circumstances and developments, in particular, whether and when the transactions contemplated by the Merger Agreement will be consummated and the expected date of the EGM. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: any conditions imposed on the parties in connection with consummation of the transactions described herein; approval of the proposed merger and adoption of the Merger Agreement by our shareholders; satisfaction of various other conditions to the closing of the proposed merger and the other transactions contemplated by the Merger Agreement; and the risks that are described from time to time in our reports filed with the SEC, including our Form 20-F for the year ended December 31, 2009. This press release speaks only as of its date, and we disclaim any duty to update the information herein.

In the first quarter of 2011, we generated gross profit of RMB76.8 million (US$11.7 million), representing a decrease of 20.3% from the first quarter of 2010 and a decrease of 22.2% from the fourth quarter of 2010. We attribute the decreases in the gross profit primarily to the corresponding declines in the total sales in the corresponding quarters.

Our gross margin was 36.8% in the first quarter of 2011, as compared with 43.8% in the first quarter of 2010 and 36.5% in the fourth quarter of 2010. Compared with the first quarter of 2010, the gross margin decreased primarily due to a less favorable product mix in the first quarter of 2011. Compared with the fourth quarter of 2010, the gross margin slightly increased because minimal inventory was written down in the first quarter of 2011, but the effect was offset by the unfavorable product mix in the first quarter of 2011.

Operating Expenses

Selling expenses and general and administrative (SG&A) expenses were RMB36.5 million (US$5.6 million), representing an increase of 56.7% from RMB23.3 million in the first quarter of 2010 and an increase of 36.1% from RMB26.8 million in the fourth quarter of 2010. The increases were mainly attributed to the professional service fees involved in the proposed “going-private transaction”, for which a Schedule 13E-3 has been filed with United States Securities and Exchange Commission (“SEC”) on May 3, 2011. Going forward with the process, we expect to incur further professional service fees.

Research and development (R&D) expenses were RMB12.0 million (US$1.8 million), representing a decrease of 12.8% from RMB13.7 million in the first quarter of 2010 and a decrease of 46.0% from RMB22.1 million in the fourth quarter of 2010. The fluctuation in R&D expenses was mainly due to the change of material consumption expenses that were related to the number of active R&D projects during each period.

Income from Operations and Earnings Before Income Taxes

As a result of factors mentioned above, income from operations was RMB28.4 million (US$4.3 million) and earnings before income taxes was RMB28.2 million (US$4.3 million), respectively, in the first quarter of 2011, representing decreases of 52.4% and 53.1%, respectively, from the first quarter of 2010, and decreases of 44.9% and 45.3%, respectively, from the fourth quarter of 2010.

Net Income Attributable to Chemspec International Limited Shareholders

Net income attributable to Chemspec International Limited was RMB22.6 million (US$3.5 million), representing a decrease of 56.8% from the first quarter of 2010 and of 50.1% from the fourth quarter of 2010, respectively.

Basic and diluted earnings per ADS were RMB0.63 (US$0.10), as compared to RMB1.44 (US$0.21) in the first quarter of 2010 and RMB1.26 (US$0.19), in the fourth quarter of 2010.

Conference Call

The Company will not host a conference call for the first quarter of 2011 financial results.

Statement Regarding Unaudited Financial Information

The financial information set forth above is based on the Company’s unaudited interim consolidated financial statements and is subject to adjustments that may be identified by us and/or our auditors during the audit of our annual consolidated financial statements.

About Chemspec

Chemspec is a leading China-based contract manufacturer of highly engineered specialty chemicals, especially, the fluorinated specialty chemicals. In manufacturing specialty chemicals, Chemspec also provides process design and process development services, which enable efficient and rapid production of specialty chemicals that are incorporated into the products of Chemspec’s end users. Chemspec’s customers and end users include electronics, pharmaceutical and agrochemical companies. For more information, please visit www.chemspec.com.cn.

Safe Harbor Statements

This announcement contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Further information regarding these and other risks is included in Chemspec’s filings with the U.S. Securities and Exchange Commission, as amended from time to time. Chemspec does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For further information, please contact:

Chemspec International Ltd.

In Shanghai

Carol Fang

Manager, Investor Relations

Tel: +86-21-63638108

Email: ir@chemspec.com.cn

5Table of Contents

Chemspec International Limited

Unaudited Consolidated Balance Sheets


	December 31,		March 31,		March 31,
	2010		2011		2011
	RMB’000		RMB’000		USD’000
ASSETS
*Current assets*
Cash		98,719		74,385		11,359
Pledged bank deposits		56,746		44,303		6,766
Accounts receivable, net		137,873		95,664		14,609
Bills receivable		1,200		150		23
Inventories		470,432		464,991		71,010
Prepayment and other receivables		73,449		60,267		9,203
Income tax recoverable		—		1,454		222
Deferred income tax assets		6,369		8,305		1,268

Total current assets		844,788		749,519		114,460
Property, plant and equipment, net		871,398		869,612		132,800
Land use rights		59,201		58,864		8,989
Deposit for purchases of intangible assets		—		9,000		1,374
Deposit for purchases of other investment		—		5,000		764
Intangible assets		730		703		107
Goodwill		7,446		7,446		1,137
Investment in an affiliate		12,793		12,668		1,935
Cost-method investment		—		25,026		3,822

Total assets		1,796,356		1,737,838		265,388


LIABILITIES AND EQUITY
*Current liabilities*
Bank borrowings		25,000		25,000		3,818
Accounts payable		142,319		111,460		17,022
Bills payable		64,340		52,994		8,093
Accrued expenses and other payables		148,238		89,376		13,649
Amounts due to related parties		5,559		58		9
Deferred income		14,215		16,315		2,491
Income taxes payable		5,408		—		—

Total current liabilities		405,079		295,203		45,082
Bank borrowings		—		30,000		4,581
Deferred income tax liabilities		21,517		22,043		3,366
Deferred income		3,280		1,380		211

Total liabilities		429,876		348,626		53,240
Equity
Equity attributable to Chemspec International Limited
Ordinary shares: Par value: HK$ 0.01; Authorized: 20,000,000,000 shares as of December 31, 2010 and March 31, 2011; Issued and outstanding: 2,163,190,740 shares as of December 31, 2010 and March 31, 2011;		21,649		21,649		3,306
Additional paid-in capital		319,048		320,370		48,924
Statutory reserves		85,820		85,820		13,106
Accumulated other comprehensive income		5,197		5,037		769
Retained earnings		929,108		951,726		145,339

Equity attributable to Chemspec International Limited		1,360,822		1,384,602		211,444
Noncontrolling interests		5,658		4,610		704


Total equity		1,366,480		1,389,212		212,148

Total liabilities and equity		1,796,356		1,737,838		265,388

Chemspec International Limited

Unaudited Quarterly Consolidated Statements of Income


	Three-month periods ended
	March 31,			December 31,			Mar 31,			Mar 31,
	2010			2010			2011			2011
	RMB’000			RMB’000			RMB’000			USD’000
Sales		220,151			270,357			208,967			31,912
Cost of sales		(123,813	)		(171,629	)		(132,139	)		(20,179	)

Gross profit		96,338			98,728			76,828			11,733
Selling expenses		(2,503	)		(3,083	)		(4,295	)		(656	)
General and administrative expenses		(20,761	)		(23,719	)		(32,170	)		(4,914	)
Research and development expenses		(13,705	)		(22,129	)		(11,952	)		(1,825	)
Other operating expenses		(551	)		(1,205	)		(204	)		(31	)
Other operating income		509			351			242			37
Government grants		450			2,684			—			—

Income from operations		59,777			51,627			28,449			4,344
Other income (expenses):
Interest income		558			525			471			72
Interest expense		(80	)		—			(295	)		(45	)
Foreign currency exchange loss, net		(47	)		(583	)		(388	)		(59	)
Equity in loss of an affiliate		(98	)		(150	)		(125	)		(19	)
Other income		48			142			73			11

Earnings before income taxes		60,158			51,561			28,185			4,304

Income tax expense		(7,718	)		(6,408	)		(5,815	)		(888	)

Net income		52,440			45,153			22,370			3,416
Net (income) loss attributable to noncontrolling interests		(127	)		141			248			38

Net income attributable to Chemspec International Limited shareholders		52,313			45,294			22,618			3,454


Basic earnings per share		RMB 0.02			RMB 0.02			RMB 0.01			USD 0.00


Diluted earnings per share		RMB 0.02			RMB 0.02			RMB 0.01			USD 0.00


Basic earnings per ADS		RMB 1.44			RMB 1.26			RMB 0.63			USD 0.10


Diluted earnings per ADS		RMB 1.44			RMB 1.26			RMB 0.63			USD 0.10

Chemspec International Limited

Unaudited Consolidated Statements of Cash Flows


	March 31,			March 31,			March 31,
	2010			2011			2011
	RMB’000			RMB’000			USD ‘000
Cash flows from operating activities
Net income		52,440			22,370			3,416
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, plant and equipment		17,358			21,771			3,325
Land use rights expenses		315			337			51
Loss on disposal of property, plant and equipment		188			162			25
Amortization of intangible assets		28			27			4
Equity in loss of an affiliate		98			125			19
Unrealized foreign exchange loss, net		32			248			38
Share-based compensation		1,872			1,322			202
Deferred income tax benefit		(1,651	)		(1,410	)		(215	)
Changes in operating assets and liabilities, net of effect of an acquisition
Pledged bank deposits related to purchase of inventories		(26,164	)		14,189			2,167
Inventories		(54,285	)		5,441			831
Accounts receivable		(19,992	)		41,958			6,407
Bills receivable		1,279			1,050			160
Prepayment and other receivables		(8,172	)		4,182			639
Accounts payable		22,072			(30,859	)		(4,713	)
Bills payable related to purchase of inventories		17,904			(12,850	)		(1,962	)
Accrued expenses and other payables		(4,371	)		6,416			980
Deferred income		1,001			200			31
Income taxes payable		298			(6,862	)		(1,048	)

Net cash provided by operating activities		250			67,817			10,357


Cash flows from investing activities
Capital expenditures, including interest capitalized		(76,552	)		(83,921	)		(12,815	)
Pledged bank deposits related to purchase of property, plant and equipment		(1,542	)		(1,746	)		(267	)
Payments for land use rights		(400	)		—			—
Deposit for purchase of other investment		—			(5,000	)		(764	)
Purchase of investment		—			(25,026	)		(3,822	)

Net cash used in investing activities		(78,494	)		(115,693	)		(17,668	)


Cash flows from financing activities
Dividend by a subsidiary to noncontrolling shareholders		—			(800	)		(122	)
Acquisition of additional equity interest in subsidiaries from noncontrolling interests		(26,300	)		—			—
Proceeds from long-term bank borrowings		—			30,000			4,581
Repayments of long-term bank borrowings		(5,000	)		—			—
Repayments of non-interest bearing borrowings from related parties		(1,000	)		(5,500	)		(840	)

Net cash (used in) provided by financing activities		(32,300	)		23,700			3,619


Effect of foreign currency exchange rate changes on cash		(19	)		(158	)		(24	)

Net decrease in cash		(110,563	)		(24,334	)		(3,716	)
Cash at beginning of year		351,097			98,719			15,075

Cash at end of year		240,534			74,385			11,359


Supplemental disclosures of cash flow information:

Income taxes paid		9,071			14,087			2,151
Interest paid, net of amounts capitalized		80			295			45

Noncash investing and financing activities:

Payable for purchase of property, plant and equipment		86,848			64,045			9,780
Payable for acquisition of Kangpeng Nong Hua		25,000			—			—
Bills payable for purchase of property, plant and equipment		20,751			21,401			3,268

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