UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

CHINA NEPSTAR CHAIN DRUGSTORE LTD.

(Name of Issuer)

Ordinary shares, par value US$$0.0001 per share

(Title of Class of Securities)

16943C109⁽¹⁾

(CUSIP Number)

Simin Zhang

28F, Neptunus Yinhe Keji Building

No.1, Kejizhong 3rd Road

Nanshan District, Shenzhen

Guangdong Province 518057

People’s Republic of China

Facsimile: +86 755 2643 0889

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

With a copy to

Denise Shiu, Esq.

Cleary Gottlieb Steen & Hamilton LLP

45th Floor, Fortune Financial Center

5 Dong San Huan Zhong Lu, Chaoyang District,

Beijing, 100022

People’s Republic of China

Facsimile: +86 10 5879 3902

July 3, 2015

(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 Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(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 §240.13d-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).

(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Ordinary Shares.

ITEM 1. SECURITY AND ISSUER

This Statement on Schedule 13D (this “Statement”) relates to the ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), of China Nepstar Chain Drugstore Ltd., a Cayman Islands exempted company (the “Issuer”). The address of the Issuer’s principal executive office is 25F, Neptunus Yinhe Keji Building, No. 1, Kejizhong 3^rd Road, Nanshan District, Shenzhen, Guangdong Province 518057, People’s Republic of China. The Issuer’s American Depositary Shares (the “ADSs”), each representing two Ordinary Shares, are listed on New York Stock Exchange under the symbol “NPD.” The Reporting Persons (as defined below), however, only beneficially own the Ordinary Shares.

ITEM 2. IDENTITY AND BACKGROUND

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Pursuant to the Schedule 13G, dated December 31, 2007, jointly filed by Neptunus and Mr. Zhang, Neptunus is the record holder of 107,000,000 Ordinary Shares of the Issuer and Mr. Zhang, as the sole beneficial owner of Neptunus, may be deemed to be the beneficial owner of the 107,000,000 Ordinary Shares of the Issuer owned by Neptunus.

On May 18, 2015, Mr. Zhang and Mr. Xiguang Huang entered into a Share Entrustment Agreement (the “Share Entrustment Agreement”), pursuant to which Mr. Zhang entrusted Mr. Xiguang Huang to be the nominee holder of all of the outstanding shares of NWD. According to the Share Entrustment Agreement, Mr. Xiguang Huang agrees to receive dividends and exercise voting rights at the shareholders meeting of NWD on behalf of Mr. Zhang, but Mr. Xiguang Huang does not have any dispositive right with respect to the shares of NWD, and may not transfer or pledge such shares without Mr. Zhang’s consent.

On May 18, 2015, Capital Eagle Global Limited, a British Virgin Islands company (the “Seller”) and NWD entered into a share purchase agreement (the “2015 Share Purchase Agreement”), pursuant to which NWD agreed to acquire an aggregate of 50,000,000 Ordinary Shares from the Seller for an aggregate purchase price of US$66,250,000.00, or US$1.325 per Ordinary Share. The funds used by NWD to acquire such Ordinary Shares are from working capital of NWD, which in turn was obtained from personal funds of Mr. Zhang. On July 3, 2015 (the “Closing Date”), NWD completed the purchase of the Ordinary Shares from the Seller.

On July 6, 2015, pursuant to an instrument of transfer, Mr. Xiguang Huang transferred 50,000 shares of NWD, constituting all of the outstanding shares of NWD, to Neptunus for an aggregate purchase price of US$50,000. The funds used by Neptunus to acquire such shares of NWD are from working capital of Neptunus, which in turn was obtained by personal funds of Mr. Zhang. As a result of such acquisition, NWD became a wholly-owned subsidiary of Neptunus. On the same date, Mr. Zhang and Mr. Xiguang Huang terminated the Share Entrustment Agreement pursuant to a termination agreement.

It is currently anticipated that, at the price per ADS or per Ordinary Share set forth in the Proposal (as defined in Item 4 below), approximately US$52.6 million will be required to acquire all of the outstanding Ordinary Shares and ADSs of the Company not already owned by the Reporting Persons. This amount excludes the funds which may be required to pay the costs and expenses associated with the Proposed Transaction (as defined below). It is anticipated that the Proposed Transaction will be financed with debt or equity capital or a combination thereof.

The description of the 2015 Share Purchase Agreement, the instrument of transfer, Share Entrustment Agreement and the termination agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, a copy of each is attached hereto as Exhibits 7.02 through 7.05, respectively, which are incorporated herein by reference.

ITEM 4. PURPOSE OF TRANSACTION

The information set forth in Item 3 is hereby incorporated by reference in its entirety in this Item 4.

On July 6, 2015, Mr. Zhang and Neptunus submitted a preliminary non-binding proposal letter (the “Proposal”) to the board of directors of the Issuer for the acquisition of all of the outstanding Ordinary Shares and the ADSs of the Issuer that are not already beneficially owned by Mr. Zhang and Neptunus and their affiliates at a price of US$1.30 per Share or US$2.60 per ADS (the “Proposed Transaction”). Mr. Zhang and Neptunus also stated in the Proposal that they and their affiliates do not intend to sell their stake in the Issuer to a third party.

Mr. Zhang and Neptunus indicated in the Proposal that they are prepared to negotiate and finalize definitive agreements providing for the Proposed Transaction and related transactions promptly, which will include provisions typical for transactions of this type. They also stated the Proposal constitutes only a preliminary indication of interest, and is subject to negotiation and execution of definitive agreements relating to the Proposed Transaction.

If the Proposed Transaction is carried out and consummated, the Issuer’s ADSs would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and would be delisted from the New York Stock Exchange. In addition, consummation of the Proposed Transaction could result in one or more of the actions specified in clauses (a) - (j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board (as the surviving company in the merger), and a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would become a privately held company. No assurance can be given that any proposal, any definitive agreement or any transaction relating to the Proposed Transaction will be entered into or be consummated. None of the Issuer or the Reporting Persons is obligated to complete the Proposed Transaction, and a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive documents, and then will be on the terms provided in such documentation.

The Reporting Persons reserve their right to change their plans and intentions in connection with any of the actions discussed in this Item 4 including among others, the purchase price for the Proposed Transaction and the debt and/or equity financing arrangements. Any action taken by the Reporting Persons may be effected at any time or from time to time, subject to any applicable limitations imposed thereon by any applicable laws.

Except as set forth above, none of the Reporting Persons (nor, to the best knowledge of the Reporting Persons, Mr. Xiguang Huang) currently has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

The description of the Proposal contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal, a copy of which is attached hereto as Exhibit 7.06, which is incorporated herein by reference.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

The information contained on each of the cover pages of this Statement and the information set forth in Items 2, 3, and 4 are hereby incorporated by reference in their entirety in this Item 5.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The matters set forth in Items 3 and 4 are incorporated in this Item 6 by reference in their entirety.

Except as set forth herein, there are no contracts, arrangements, understandings or relationships between the Reporting Persons (or, to the best knowledge of the Reporting Persons, Mr. Xiguang Huang) or between the Reporting Persons (or, to the best knowledge of the Reporting Persons, Mr. Xiguang Huang) and any other person with respect to any securities of the Issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

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: July 14, 2015

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares of China Nepstar Chain Drugstore Ltd., a Cayman Islands company, par value $0.0001 per share, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Date: July 14, 2015

English Translation

Share Entrustment Agreement

Agreement No.: 20150501

Party A: Zhang Simin

Party B: Huang Xiguang

WHEREAS:

NOW, THEREFORE, based on the principle of equality and mutual benefits, and through friendly consultation, with respect to the share entrustment arrangement, the parties hereby agree as follows:

　　Article 1 Entrustment

　　Party A effectively holds 100% of the shares of the Company and assumes all contributed capital of the Company. Party A is willing to entrust Party B as the nominal holder of the shares of the Company, and Party B is willing to accept such entrustment from Party A and to exercise any relevant shareholder’s rights on behalf of Party A.

Following the execution of this agreement, Party B shall issue a Confirmation Letter of Shareholder’s Rights of the Company to Party A in the form attached hereto as Exhibit, and Party A shall have the right to income and any derivative interest in the entrusted shares from the date of the Confirmation Letter and assume the relevant obligations.

　　Article 2 Authority
　　

Party A entrusts Party B to act on his behalf with respect to the following matters: Party B shall register the shares on the Register of Shareholders of the Company in his own name, participate in any operation activities of the Company as approved by Party A in the capacity of a shareholder of the Company, receive any dividends or bonus, attend the shareholders meeting and exercise voting rights on behalf of Party A.

As a trustee, Party B shall not have any dispositive rights with respect to the entrusted shares and shall not transfer, pledge or guarantee the entrusted shares without Party A’s consent.

Article 3 Rights and Obligations of Party A

　　1. As the actual capital contributor of said investment, Party A shall have effective rights of shareholders of the Company and is entitled to the relevant investment proceeds thereof.

2. During the term of the entrustment, upon the satisfaction of certain conditions, Party A shall have the right to transfer any relevant shareholder’ rights to himself or any third party designated by him. Without prejudice to the rights of Party B, Party B shall unconditionally agree and accept the relevant legal documents with respect to such transfer. During the term of the entrustment, Party A shall be liable for any relevant expenses and taxes arising from the share entrustment (including, without limitation, any attorney fee, audit fee, assets appraisal fee for any investment in connection with the entrusted shares, and any taxes and expenses incurred due to the payment of investment amounts and the receipt of any investment proceeds). Party A shall also be liable for the fees for change of registration and taxes in connection with the transfer of shares by Party B to Party A or any third party designated by Party A. If the above fees and expenses are paid by Party B, Party A shall wire such amounts to a bank account designated by Party B within five days from the occurrence of such fees and expenses.

　　3. As an effective holder of the shares, Party A shall have the right to supervise or correct any improper acts of Party B in accordance with this agreement.

　　4. If Party A considers that Party B is unable to honestly perform his obligations under the entrustment, Party A shall have the right to terminate such entrustment and to require Party B to transfer the entrusted shares to another trustee designated by the trustor.

5. Party B shall fully indemnify Party A for any adverse effects or losses cause to the entrusted shares due to Party B’s own operations.

Article 4 Rights and Obligations of Party B

　　1. As a trustee, Party B shall have the right to participate in the operation activities of the Company in the capacity of a shareholder, but shall not have any dispositive right with respect to the entrusted shares (including, without limitation, transfer or pledge of shareholder’s rights.)

　　2. Without the prior written consent of Party A, Party B shall not sub-entrust any third party the holding of the entrusted shares or any shareholder’s rights attached thereto.

　　3. As the nominal shareholder of the entrusted shares, Party B undertakes that his shareholding is subject to the provisions of this agreement. Party B shall exercise the voting right as required by Party A for approval of matters such as not distributing dividends temporarily, transferring reserve funds, welfare funds and profits into share capital, increasing registered capital and electing directors.

4. Party B undertakes that it will transfer to Party A all future investment proceeds from the entrusted shares (including, without limitation, share transfer price, cash dividends, bonus or any other distributions.) Party B undertakes that he will wire such investment proceeds to a bank account designated by Party A within five business days from his receipt of such investment proceeds.

Prior to the transfer of such investment proceeds to Party A, however, Party B shall be entitled to directly deduct any relevant taxes and fees liable by Party A under Section 3.2.

5. When Party A transfers the entrusted shares to any other party, Party B shall provide necessary assistance and facility.

　　Article 5 Fees and Expenses for Entrustment

　　Except as provided in Section 4.4, Party B shall not receive any fees from Party A for the share entrustment.

　　Article 6 Termination of Agreement

This agreement shall be terminated if:

1. Party A entrusts Party B to transfer the entrusted shares to Party A or any third party designated by Party A and the relevant registration procedures with the administration for industry and commerce have been completed;

2. otherwise agreed by the parties.

Article 7 Confidentiality
　　

The parties shall keep confidential the contents of this agreement and all documents and commercial information involved during the performance of this agreement, unless there is any clear evidence that such information is in public domain or that the other party has given a prior written consent. Such confidentiality obligation shall survive the termination of this agreement. Each party shall indemnify the other party for any losses incurred due to its violation of such obligation.

　　Article 8 Governing Law and Dispute Resolution

　　This agreement shall be governed by the laws of the Hong Kong Special Administrative Region.

Any dispute arising out of the performance of this agreement shall be primarily resolved by friendly consultation. If the consultation fails, either party may submit the dispute to China International Economic and Trade Arbitration Commission for arbitration. The arbitration shall take place in Shenzhen.

　　Article 9 Miscellaneous

　　1. This agreement shall be executed in two counterparts. Each party shall hold one counterpart and both counterparts shall be equally effective.

　　2. This agreement shall be effective from the date of execution by the parties.

　　
        Party A: /s/ Zhang Simin                                               Party B: /s/ Huang Xiguang

Date: May 18, 2015

Exhibit: Confirmation Letter

Confirmation Letter of Shareholder’s Rights of the Company

Zhang Simin:

Pursuant to the Share Entrustment Agreement (Agreement No.: 20150501) dated May 18, 2015, the undersigned hereby confirms that:

Zhang Simin shall have the income right, dispositive right and any other derivative rights of 100% of the equity of NEW WAVE DEVELOPMENTS LIMITED (the “Equity Shares”), and have the right to profit distribution of the Company, to receive the transfer prices of such equity, and to determine the transferee, timing, price and any other transfer conditions of the Equity Shares.

It is hereby confirmed as above.

Undersigned:  /s/ Huang Xiguang

Date: May 18, 2015

5

English Translation

Party A: Zhang Simin

Party B: Huang Xiguang

Reference is made to the Share Entrustment Agreement (Agreement No.: 20150501) entered into by and between Party A and Party B on May 18, 2015 (the “Share Entrustment Agreement”). Pursuant to Section 6.2 of the Share Entrustment Agreement, both Party A and Party B agree to terminate the Share Entrustment Agreement and all rights and obligations of Party A and Party B thereunder from the date hereof.

Party A: /s/ Zhang Simin                                               Party B: /s/ Huang Xiguang

July 6, 2015

NEW WAVE DEVELOPMENTS LIMITED

(Incorporated in the British Virgin Islands with limited liability)

INSTRUMENT OF TRANSFER

I, HUANG Xiguang黄锡光 (“Transferor”) of Room 505, Building 1, No. 62 Huaguo Road, Nanshan District, Shenzhen, Guangdong Province, The People’s Republic of China in consideration of the sum of USD50,000 paid to me by China Neptunus Drugstore Holding Ltd. (Occupation) Corporation of Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands (“Transferee”) do hereby transfer to the said Transferee the -50,000- shares standing in my name in the Register of the above Company to hold unto the said Transferee, their executors, administrators or assigns, subject to the several conditions on which I held the same on the execution hereof. And we the said Transferee do hereby agree to take the said shares subject to the same conditions.

Witness our hands the 6th day of July, 2015.