SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Country Style Cooking Restaurant Chain Co., Ltd.
(Name of Issuer)
Ordinary Shares, Par Value $US$0.001 per share
(Title of Class of Securities)
22238M109
(CUSIP Number)
Zhiyun Peng
Director
Sky Success Venture Holdings Limited
13F, No.609,Yunling East Road, Putuo
Shanghai, China 200062
86-21-32571808
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 28, 2013
(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-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 persons 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).
CUSIP No. 22238M109 |
(1) | NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) SKY SUCCESS VENTURE HOLDINGS LIMITED | |||||
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC USE ONLY
| |||||
(4) | SOURCE OF FUNDS
WC | |||||
(5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
(6) | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
(7) | SOLE VOTING POWER
None | ||||
(8) | SHARED VOTING POWER
12,278,164* | |||||
(9) | SOLE DISPOSITIVE POWER
None | |||||
(10) | SHARED DISPOSITIVE POWER
12,278,164* | |||||
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,278,164* | |||||
(12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8% (based on 104,404,831 ordinary shares outstanding on December 31, 2012) | |||||
(14) | TYPE OF REPORTING PERSON
CO |
* | Including 6,000,312 Ordinary Shares represented by 1,500,078 ADSs and 6,277,852 Ordinary Shares. |
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CUSIP No. 22238M109
(1) | NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Jinjing Hong | |||||
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC USE ONLY
| |||||
(4) | SOURCE OF FUNDS
N/A | |||||
(5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
(6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
(7) | SOLE VOTING POWER
None | ||||
(8) | SHARED VOTING POWER
12,278,164* | |||||
(9) | SOLE DISPOSITIVE POWER
None | |||||
(10) | SHARED DISPOSITIVE POWER
12,278,164* | |||||
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,278,164* | |||||
(12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8% (based on 104,404,831 ordinary shares outstanding on December 31, 2012) | |||||
(14) | TYPE OF REPORTING PERSON
IN |
* | Including 6,000,312 Ordinary Shares represented by 1,500,078 ADSs and 6,277,852 Ordinary Shares. |
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CUSIP No. 22238M109
(1) | NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Liping Deng | |||||
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC USE ONLY
| |||||
(4) | SOURCE OF FUNDS
N/A | |||||
(5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
(6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
(7) | SOLE VOTING POWER
None | ||||
(8) | SHARED VOTING POWER
12,278,164* | |||||
(9) | SOLE DISPOSITIVE POWER
None | |||||
(10) | SHARED DISPOSITIVE POWER
12,278,164* | |||||
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,278,164* | |||||
(12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8% (based on 104,404,831 ordinary shares outstanding on December 31, 2012) | |||||
(14) | TYPE OF REPORTING PERSON
IN |
* | Including 6,000,312 Ordinary Shares represented by 1,500,078 ADSs and 6,277,852 Ordinary Shares. |
-4-
CUSIP No. 22238M109
(1) | NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Zhiyong Hong | |||||
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC USE ONLY
| |||||
(4) | SOURCE OF FUNDS
N/A | |||||
(5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
(6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
(7) | SOLE VOTING POWER
None | ||||
(8) | SHARED VOTING POWER
12,278,164* | |||||
(9) | SOLE DISPOSITIVE POWER
None | |||||
(10) | SHARED DISPOSITIVE POWER
12,278,164* | |||||
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,278,164* | |||||
(12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8% (based on 104,404,831 ordinary shares outstanding on December 31, 2012) | |||||
(14) | TYPE OF REPORTING PERSON
IN |
* | Including 6,000,312 Ordinary Shares represented by 1,500,078 ADSs and 6,277,852 Ordinary Shares. |
-5-
CUSIP No. 22238M109
(1) | NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Zhiyun Peng | |||||
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC USE ONLY
| |||||
(4) | SOURCE OF FUNDS
N/A | |||||
(5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
(6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
(7) | SOLE VOTING POWER
None | ||||
(8) | SHARED VOTING POWER
12,278,164* | |||||
(9) | SOLE DISPOSITIVE POWER
None | |||||
(10) | SHARED DISPOSITIVE POWER
12,278,164* | |||||
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,278,164* | |||||
(12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8% (based on 104,404,831 ordinary shares outstanding on December 31, 2012) | |||||
(14) | TYPE OF REPORTING PERSON
IN |
* | Including 6,000,312 Ordinary Shares represented by 1,500,078 ADSs and 6,277,852 Ordinary Shares. |
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Item 1. Security and Issuer.
This Statement on Schedule 13D (this Statement) relates to the ordinary shares, par value $US$0.001 per share (Ordinary Shares), of Country Style Cooking Restaurant Chain Co., Ltd. (the Issuer), a Cayman Islands company (the Issuer). Each Ordinary Share is represented by four American depository shares (ADSs) of the Issuer, which ADSs are listed on The New York Stock Exchange under the symbol CSC.
Item 2. Identify and Background.
(a) This Statement is being jointly filed by Sky Success Venture Holdings Limited, a British Virgin Island company (the Record Holder), Jinjing Hong, Zhiyong Hong, Liping Deng and Zhiyun Peng (collectively with the Record Holder, the Reporting Persons and each a Reporting Person). The Record Holder is 100% controlled and owned by Jinjing Hong, Zhiyong Hong, Liping Deng and Zhiyun Peng.
(b) | The business address of each Reporting Person is as follows: |
Sky Success Venture Holdings Limited
13F, No.609, Yunling East Road,
Putuo District,
Shanghai, China
Jinjing Hong
Building 19, No.599 Lane, Yunling East Road,
Putuo District,
Shanghai, China
Zhiyong Hong
13F, No.609, Yunling East Road,
Putuo District,
Shanghai, China
Liping Deng
Suite 303 DBS Bank Tower,
1318 Lu Jia Zui Ring Road,
Shanghai, China
Zhiyun Peng
13F, No.609, Yunling East Road,
Putuo District,
Shanghai, China
(c) The principal business of the Record Holder is investment holding. Zhiyun Peng is the CEO of JinBang Capital. Each of Jinjing Hong and Zhiyong is a Vice President of JinBang Capital. The principal business of JiBang Capital is investment. Liping Deng is the chairman of Shanghai Novich Venture Investment Co., Ltd., the principal business of which is investment.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The place of organization of the Record Holder is the British Virgin Islands. Each of Jinjing Hong, Zhiyong Hong, Liping Deng and Zhiyun Peng is a citizen of the Peoples Republic of China.
-7-
Item 3. Source and Amount of Funds or Other Considerations.
The Reporting Persons are filing this Statement to report the purchase by the Record Holder of an aggregate of 6,277,852 Ordinary Shares from Regal Fair Holdings Limited, a British Virgin Islands company, pursuant to a share purchase agreement dated as of October 21, 2013 (the Share Purchase Agreement), by and between Regal Fair Holdings Limited and the Record Holder. The Record Holder paid an aggregate purchase price of US$23,541,945 for these Ordinary Shares at US$3.75 per share. The funds used by the Record Holder to purchase these Ordinary Shares were its working capital.
Item 4. Purpose of Transaction.
The Record Holder purchased the 6,277,852 Ordinary Shares from Regal Fair Holdings Limited primarily for investment purposes. Pursuant to the Share Purchase Agreement, the Record Holder has the right to require Regal Fair Holdings Limited, in its capacity as a shareholder of the Issuer, to nominate for the director of the Issuer a candidate designated by the Record Holder. Regal Fair Holdings Limited also agrees to vote for the director candidate designated by Sky Success Venture Holdings Limited. Regal Fair Holdings Limited is jointly owned by Hong Li and Xingqiang Zhang, both founders of the Issuer.
Item 5. Interest in Securities of Issuer.
(a) Each of the Reporting Person is the beneficial owner of 12,278,164 Ordinary Shares (including 6,000,312 Ordinary Shares represented by 1,500,078 ADSs and 6,277,852 Ordinary Shares), representing 11.8% of the outstanding Ordinary Shares.
(b) Each of the Reporting Persons has shared power to dispose, or to direct the disposition of 12,278,164 Ordinary Shares (including 6,000,312 Ordinary Shares represented by 1,500,078 ADSs and 6,277,852 Ordinary Shares).
(c) During the past 60 days, the Record Holder purchased a total of 62,400 Ordinary Shares (represented by 15,600 ADSs) at an average price of US$6.79 per ADS in the open market on August 27, 2013 and September 9, 2013, respectively. Prior to the purchase described in clause (c), the Reporting Persons shared ownership increased from the amount disclosed in the 13G filed on May 7, 2013 by 460,712 Ordinary Shares (represented by 115,178 ADSs), all of which were acquired through open market purchases.
(d) No other person is known by the Reporting Persons to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares held by the Reporting Persons or ADSs representing such Ordinary Shares.
(e) N/A.
Item 6. Contracts, Arrangement, Understandings or Relationship With Respect to Securities of the Issuer.
The information set forth in Items 3 and 4 of this Statement is incorporated by reference in this Item 6.
Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of this Statement, and between such persons and any person with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Exhibit 99.1* Joint Filing Agreement, dated May 7, 2013, among Sky Success Venture Holdings Limited, Jinjing Hong, Zhiyong Hong, Liping Deng and Zhiyun Peng.
Exhibit 99.2 Share Purchase Agreement dated as of October 21, 2013 (the Share Purchase Agreement), by and between Regal Fair Holdings Limited (the Founder) and Sky Success Venture Holdings Limited
* | Incorporate by reference to exhibit 99.1 to the Schedule 13G filed on May 7, 2013. |
-8-
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.
Date: October 28, 2013
SKY SUCCESS VENTURE HOLDINGS LIMITED | ||
By: | /s/ Zhiyun Peng | |
Name: | Zhiyun Peng | |
Title: | Director | |
By: | /s/ Jinjing Hong | |
Name: | Jinjing Hong | |
Title: | Reporting Person | |
By: | /s/ Zhiyong Hong | |
Name: | Zhiyong Hong | |
Title: | Reporting Person | |
By: | /s/ Liping Deng | |
Name: | Liping Deng | |
Title: | Reporting Person | |
By: | /s/ Zhiyun Peng | |
Name: | Zhiyun Peng | |
Title: | Reporting Person |
-9-
Exhibit 99.2
Share Transfer Agreement
Party A (Transferor): Regal Fair Holdings Limited
Party B (Transferee): Sky Success Venture Holdings Limited
Whereas:
1. Country Style Cooking Restaurant Chain Co., Ltd (hereinafter referred to as CSC, NYSE ticker: CCSC), a company incorporated in and subsisting under the laws of Caymen Islands.
2. The closing price of CSC on October 10, 2013 (ET) was US$10.25/ADS.
3. Party A is incorporated in and subsisting under the laws of British Virgin Islands. Party A holds the equity interest of CSC and undertakes to be a lawful shareholder of CSC.
4. Party B is incorporated in and subsisting under the laws of British Virgin Islands. Party B holds the equity interest of CSC and undertakes to be a lawful shareholder of CSC.
With a view to promoting the growth and development of CSC, the two parties have, through friendly consultation, enter into this Share Transfer Agreement:
I. The 6,277,852 common shares held by Party A (equivalent to 1,569,463 ADS, or approximately 6% of CSCs equity interest), together with such shareholder interest corresponding to the equity interest it is entitled to, shall be transferred to Party B.
II. Party B agrees to the above transfer. After the completion of the transfer, Party B shall be entitled to the shareholder interest and be subject to the obligations corresponding to the transferred equity interest.
III. Party A and Party B agree that Party A shall transfer its CSC equity interest at a price of US$3.75 per share (equivalent to US$15/ADS), amounting to US$23,541,945 in aggregate (in words: Twenty-three Million Five Hundred Forty-one Thousand Nine Hundred and Forty-five Only). The transfer of the equity interest between Party A and Party B shall be settled on the 10th working day from the signing of this agreement, unless otherwise agreed by Party A and Party B. On the settlement date, Party B shall make full payment to the bank account designated by Part A whereas Party A shall provide to Party B a share certificate for 6,277,852 common shares and a CSC share register showing that Party B has acquired 6,277,852 common shares.
IV. Both Party A and Party B agree that Party B has the right to require Party A to, in its capacity as a CSCs shareholder, nominate for the director of CSC a candidate designated by Party B. Party A also agrees to vote for the director candidate designated by Party B in accordance with CSCs articles. Such director candidate shall be decided by Party B on its own and in any case, in accordance with the law.
V. Party B hereby expressly agrees and acknowledges that Party A may possess material private information about CSC which may not be in the knowledge of Party B. Party B agrees and acknowledges that Party A or any of its affiliates shall not be liable in this regard. Party B agrees and acknowledges that Party A has not made any express or implied statement or warranty in respect of CSC, CSCs business or prospects, CSCs shares or their values save as otherwise expressly provided herein. Party B agrees and acknowledges that equity investment involves high risks and it has sufficient experience and financial strength to make the investment decision on its own without relying on any proposal, undertaking, statement or warranty (if any) of Party A or any of its affiliates.
VI. This agreement shall come into effect on the date of execution by and are legally binding on both parties.
VII. This agreement shall be performed in and governed by the laws of Hong Kong. Any dispute arising out of this agreement shall be resolved through consultation by both parties. If no settlement can be reached, the dispute may be submitted to the District Court of Hong Kong for settlement through proceedings.
VIII. This agreement is made in duplicate. Party A and Party B shall each retain one copy of the agreement which shall come into effect after execution by Party A and Party B.
(No text below)
Party A (Transferor) (Signature)
Party B (Transferee) (Signature)
October 21, 2013