UNITED STATES
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 $0.001 per
share
(Title of Class of Securities)
22238M109
(CUSIP Number)
Hong Li
Xingqiang Zhang
Regal Fair Holdings Limited
c/o Country Style Cooking Restaurant
Chain Co., Ltd.
No. 19 Yunshan South Road, Yubei
District,
Chongqing, Chongqing
The People’s Republic of China
Phone:+86-23-8866-8866 |
Sky Success Venture Holdings Limited
Zhiyun Peng
Jinjing Hong
Liping Deng
Zhiyong Hong
c/o Sky Success Venture Holdings Limited
13F, No. 609 Yunling East Road,
Putuo District, Shanghai, People’s Republic of China |
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Z. Julie Gao, Esq.
Will Cai, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
Phone: +852 3740-4700
August 14, 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-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
* This
statement on Schedule 13D (the “Schedule 13D”) constitutes an initial Schedule 13D filing on behalf of
each of Ms. Hong Li, Mr. Xingqiang Zhang and Regal Fair Holdings Limited, with respect to the ordinary shares, par value $0.001
per share (“Ordinary Shares”), of Country Style Cooking Restaurant Chain Co., Ltd., a Cayman Islands Company
(the “Company”). The Ordinary Shares beneficially owned by Ms. Hong Li, Mr. Xingqiang Zhang and Regal Fair
Holdings Limited were previously reported on Schedule 13G filed by Ms. Hong Li, Mr. Xingqiang Zhang and Regal Fair Holdings Limited
on February 14, 2011, as amended by amendments thereto.
This Schedule 13D further
represents Amendment No. 4 to the statement on Schedule 13D filed by Sky Success Venture Holdings Limited and Messrs. Zhiyun Peng,
Jinjing Hong, Liping Deng and Zhiyong Hong with the Securities and Exchange Commission (the “Commission”) on
October 28, 2013, as amended by amendments thereto (the “Original Sky Success Schedule 13D”). Except as amended
and supplemented hereby, the Original Sky Success Schedule 13D remains in full force and effect.
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).
CUSIP No. |
22238M109 |
|
Page |
2 |
of |
20 |
Pages |
1 |
NAMES OF REPORTING PERSONS
Hong Li
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
PF, OO
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
109,000 ordinary shares
|
8 |
SHARED VOTING POWER
44,522,148 ordinary shares
|
9 |
SOLE DISPOSITIVE POWER
109,000 ordinary shares
|
10 |
SHARED DISPOSITIVE POWER
44,522,148 ordinary shares
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,732,148 ordinary shares
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions) ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.5%
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. |
22238M109 |
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Page |
3 |
of |
20 |
Pages |
1 |
NAMES OF REPORTING PERSONS
Xingqiang Zhang
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
PF, OO
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
101,000 ordinary shares
|
8 |
SHARED VOTING POWER
44,522,148 ordinary shares
|
9 |
SOLE DISPOSITIVE POWER
101,000 ordinary shares
|
10 |
SHARED DISPOSITIVE POWER
44,522,148 ordinary shares
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,732,148 ordinary shares
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions) ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.5%
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. |
22238M109 |
|
Page |
4 |
of |
20 |
Pages |
1 |
NAMES OF REPORTING PERSONS
Regal Fair Holdings Limited
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
WC, OO
|
5 |
CHECK BOX 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
44,522,148 ordinary shares
|
8 |
SHARED VOTING POWER
0
|
9 |
SOLE DISPOSITIVE POWER
44,522,148 ordinary shares
|
10 |
SHARED DISPOSITIVE POWER
0
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,522,148 ordinary shares
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions) ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.4%
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
CO
|
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Page |
5 |
of |
20 |
Pages |
1 |
NAMES OF REPORTING PERSONS
Sky Success Venture Holdings Limited
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
WC
|
5 |
CHECK BOX 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
0
|
8 |
SHARED VOTING POWER
17,384,544 ordinary shares
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
17,384,544 ordinary shares
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,384,544 ordinary shares
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions) ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. |
22238M109 |
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Page |
6 |
of |
20 |
Pages |
1 |
NAMES OF REPORTING PERSONS
Zhiyun Peng
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
N/A
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
40,000
|
8 |
SHARED VOTING POWER
17,384,544 ordinary shares
|
9 |
SOLE DISPOSITIVE POWER
40,000
|
10 |
SHARED DISPOSITIVE POWER
17,384,544 ordinary shares
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,424,544 ordinary shares
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions) ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. |
22238M109 |
|
Page |
7 |
of |
20 |
Pages |
1 |
NAMES OF REPORTING PERSONS
Jinjing Hong
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
N/A
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0
|
8 |
SHARED VOTING POWER
17,384,544 ordinary shares
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
17,384,544 ordinary shares
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,384,544 ordinary shares
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions) ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. |
22238M109 |
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Page |
8 |
of |
20 |
Pages |
1 |
NAMES OF REPORTING PERSONS
Liping Deng
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
N/A
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0
|
8 |
SHARED VOTING POWER
17,384,544 ordinary shares
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
17,384,544 ordinary shares
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,384,544 ordinary shares
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions) ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. |
22238M109 |
|
Page |
9 |
of |
20 |
Pages |
1 |
NAMES OF REPORTING PERSONS
Zhiyong Hong
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
N/A
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0
|
8 |
SHARED VOTING POWER
17,384,544 ordinary shares
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
17,384,544 ordinary shares
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,384,544 ordinary shares
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions) ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN
|
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Item 1. Security and Issuer.
This Schedule 13D relates to the Ordinary
Shares of the Company, whose principal executive offices are located at No. 19, Yushan South Road, Yubei District, Chongqing, the
People’s Republic of China.
American depositary shares (the “ADSs,”
and each, an “ADS”), each representing four Ordinary Shares of the Company, are listed on the New
York Stock Exchange under the symbol “CCSC.”
Item 2. Identity and Background.
This statement is being filed
jointly on behalf of Ms. Hong Li (“Ms. Li”), Mr. Xingqiang Zhang (“Mr. Zhang”), Regal
Fair Holdings Limited (“Regal Fair”), Sky Success Venture Holdings Limited (“Sky
Success”), Mr. Zhiyun Peng (“Mr. Peng”), Mr. Jinjing Hong, Mr. Liping Deng (“Mr.
Deng”) and Mr. Zhiyong Hong (Ms. Li, together with Mr. Zhang, Regal Fair, Sky Success, Mr. Peng, Mr. Jinjing
Hong, Mr. Deng and Mr. Zhiyong Hong, the “Reporting Persons,” and each, a “Reporting
Person”). The agreement among the Reporting Persons relating to the joint filing of this statement is attached
hereto as Exhibit A.
Information with respect to each of the
Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or
completeness of the information concerning the other Reporting Persons except as otherwise provided in Rule 13d-1(k).
Ms. Li is a citizen of the People’s
Republic of China. Ms. Li is the chairwoman of the board of directors of the Company. Ms. Li’s business address is c/o Country
Style Cooking Restaurant Chain Co., Ltd., No. 19, Yushan South Road, Yubei District, Chongqing, the People’s Republic of
China.
Mr. Zhang is a citizen of the People’s
Republic of China. Mr. Zhang is the chief executive officer, chief operating officer, acting chief financial officer and a director
of the Company. Mr. Zhang’s business address is c/o Country Style Cooking Restaurant Chain Co., Ltd., No. 19, Yushan South
Road, Yubei District, Chongqing, the People’s Republic of China.
Regal Fair is a British Virgin Islands company
jointly owned by Ms. Li and Mr. Zhang and Ms. Li and Mr. Zhang share voting and dispositive power over the shares held by Regal
Fair. Regal Fair solely engages in investment holdings. The business address of Regal Fair is c/o Country Style Cooking Restaurant
Chain Co., Ltd., No. 19, Yushan South Road, Yubei District, Chongqing, the People’s Republic of China. The name, business
address, present principal occupation or employment and citizenship of each of the executive officers and directors of Regal Fair
are set forth on Schedule A-1 hereto and are incorporated herein by reference.
Sky Success is a British Virgin
Islands company jointly owned and controlled by Mr. Peng, Mr. Jinjing Hong, Mr. Deng and Mr. Zhiyong Hong. The
principal business of Sky Success is investment holding. The business address of Sky Success is 13F, No.609, Yunling East
Road, Putuo District, Shanghai, China. The name, business address, present principal occupation or employment and citizenship
of each of the executive officers and directors of Sky Success are set forth on Schedule B-1 hereto and are
incorporated herein by reference.
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Mr. Peng is a citizen of the People’s
Republic of China. Mr. Peng is a director of the Company, a director of Sky Success and the general manager of Shanghai Novich
Venture Investment Co., Ltd. Mr. Peng’s business address is 13F, No.609, Yunling East Road, Putuo District, Shanghai, China.
Mr. Jinjing Hong is a citizen of the People’s
Republic of China. Mr. Jinjing Hong is the supervisor of Shanghai Novich Venture Investment Co., Ltd. Mr. Jinjing Hong’s
business address is Building 19, No.599 Lane, Yunling East Road, Putuo District, Shanghai, China.
Mr. Deng is a citizen of the People’s
Republic of China. Mr. Deng is the chairman of Shanghai Novich Venture Investment Co., Ltd., the principal business of which is
investment. Mr. Deng’s business address is Suite 303 DBS Bank Tower, 1318 Lu Jia Zui Ring Road, Shanghai, China.
Mr. Zhiyong Hong is a citizen of the People’s
Republic of China. Mr. Zhiyong Hong is a director of Shanghai Novich Venture Investment Co., Ltd. Mr. Zhiyong Hong’s business
address is 13F, No.609, Yunling East Road, Putuo District, Shanghai, China.
During the last five years, none of the
Reporting Persons or, to the best of their knowledge, any of the persons listed on Schedule A-1 or Schedule B-1 hereto
has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
Item 3. Source and Amount of Funds or Other Consideration.
This Schedule 13D is being filed because,
under the facts and circumstances described in Items 2, 4 and 5, the Reporting Persons may be deemed to be a group within the meaning
of Section 13(d)(3) of the Act. This filing is not being made as a result of any particular acquisitions or dispositions of Ordinary
Shares by the Reporting Persons.
This filing is not being made as a result
of any particular acquisitions or dispositions of Ordinary Shares by the Reporting Persons. The information set forth in or incorporated
by reference in Item 4 of this statement is incorporated herein by reference in its entirety.
Item 4. Purpose of Transaction.
On August 14, 2015, Ms. Li, Mr. Zhang and
Sky Success together submitted a non-binding proposal (the “Proposal”) to the Company’s board of directors
related to the proposed acquisition of outstanding Ordinary Shares of the Company other than Ordinary Shares owned by Ms. Li, Mr.
Zhang and Sky Success or their respective affiliates for cash consideration equal to US$5.23 per ADS of the Company.
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On August 24, 2015, Ms. Li, Mr. Zhang and
Sky Success (collectively, the “Consortium Members”) entered into a consortium agreement (the “Consortium
Agreement”), under which the Consortium Members have agreed to, among other things, form a consortium to work exclusively
with one another to undertake the transaction to acquire all the outstanding Ordinary Shares of the Company other than Ordinary
Shares owned by the Consortium Members or their affiliates (the “Proposed Transaction”). In addition, the Consortium
Members have agreed not to, without each other’s prior written consent, (1) make a competing proposal for the acquisition of control
of the Company; or (2) acquire or dispose of any (i) ADSs, (ii) Ordinary Shares of the Company or (iii) warrants, options or any
other securities that are convertible into ADSs or Ordinary Shares of the Company, other than pursuant to share incentive plans
of the Company. Further, the Consortium Members have agreed to incorporate a holding company (“Holdco”) and
cause Holdco to incorporate a wholly-owned subsidiary of Holdco to be merged with and into the Company upon consummation of the
Proposed Transaction. Each Consortium Member has agreed to enter into a rollover agreement in customary form pursuant to which
such Consortium Member will contribute Ordinary Shares of the Company owned by her/him/it or her/his/its affiliates to Holdco. Further,
the Consortium Members agreed to conduct due diligence with respect to the Company and its business as each Consortium Member deems
necessary; engage in discussions with the Company regarding the Proposal; negotiate in good faith any amendments to the terms of
the Proposal, if applicable; negotiate in good faith the terms of the documentation required to implement the Proposed Transaction,
including but not limited to a merger agreement, debt financing documents, if any, and a shareholders’ agreement that would
include customary terms for transaction of similar nature; and if the Proposed Transaction is consummated, be reimbursed by the
surviving company for certain costs and expenses related to the Proposed Transaction.
The Proposed Transaction is subject to a
number of conditions, including, among other things, the negotiation and execution of a definitive merger agreement and other related
agreements mutually acceptable in form and substance to the Company and the Consortium Members. Neither the Company nor any Consortium
Member 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.
If the Proposed Transaction is completed,
the ADSs would be delisted from the New York Stock Exchange and the Company’s
obligation to file periodic reports under the Act would terminate. In addition, consummation of the Proposed Transaction could
result in one or more of the actions specified in Item 4(a)-(j) of Schedule 13D, including the acquisition or disposition of securities
of the Company, a merger or other extraordinary transaction involving the Company, a change to the board of directors of the Company
(as the surviving company in the merger), and a change in the Company’s memorandum and articles of association to reflect
that the Company would become a privately held company.
Other than as described above, none of the
Reporting Persons currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j)
of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or
change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of
the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital
structure of the Company as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans
or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation,
such matters as acquiring additional securities of the Company or disposing of securities of the Company; entering into an extraordinary
corporate transaction such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; selling
or transferring a material amount of assets of the Company or any of its subsidiaries; changing the present board of directors
or management of the Company, including changing the number or term of directors or filling any existing vacancies on the board
of directors of the Company; materially changing the present capitalization or dividend policy of the Company; materially changing
the Company’s business or corporate structure; changing the Company’s certificate of incorporation, bylaws or instruments
corresponding thereto or taking other actions which may impede the acquisition of control of the Company by any person; causing
a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the
Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; and taking any action
similar to any of those enumerated above.
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The descriptions of the Proposal and the
Consortium Agreement in this Item 4 are qualified in their entirety by reference to the complete text of the Proposal and the Consortium
Agreement, which have been filed as Exhibit B and Exhibit C hereto, respectively, and which are incorporated herein
by reference in their entirety.
Item 5. Interest in Securities of the Issuer.
The responses of each Reporting Person to
Rows (7) through (13) of the cover pages of this statement are hereby incorporated by reference in this Item 5.
By virtue of their actions in respect of
the Proposed Transaction as described herein, the Reporting Persons may be deemed to constitute a “group” within the
meaning of Rule 13d-5(b) under the Act. As a member of a group, each of the Reporting Persons may be deemed to beneficially own
the Ordinary Shares beneficially owned by the members of the group as a whole. Except as otherwise disclosed herein, each Reporting
Person expressly disclaims any beneficial ownership of the Ordinary Shares beneficially owned by each other Reporting Person.
The 44,732,148 Ordinary Shares beneficially
owned by Ms. Li comprise (i) 44,522,148 Ordinary Shares beneficially owned by Regal Fair, a British Virgin Islands company jointly
owned and controlled by Ms. Li and Mr. Zhang, (ii) 109,000 restricted shares held by Ms. Li that have vested or will vest within
60 days of August 14, 2015 and (iii) 101,000 restricted shares held by Mr. Zhang that have vested or will vest within 60 days of
August 14, 2015. Ms. Li and Mr. Zhang are wife and husband, and as such, each of them may be deemed to beneficially own Ordinary
Shares held by the other person pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder.
The 44,732,148 Ordinary Shares beneficially
owned by Mr. Zhang comprise (i) 44,522,148 Ordinary Shares beneficially owned by Regal Fair, a British Virgin Islands company jointly
owned and controlled by Mr. Zhang Li and Mr. Zhang, (ii) 101,000 restricted shares held by Mr. Zhang that have vested or will vest
within 60 days of August 14, 2015 and (iii) 109,000 restricted shares held by Ms. Li that have vested or will vest within 60 days
of August 14, 2015. Ms. Li and Mr. Zhang are wife and husband, and as such, each of them may be deemed to beneficially own Ordinary
Shares held by the other person pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder.
The 17,424,544 Ordinary
Shares beneficially owned by Mr. Peng comprise (i) 17,384,544 Ordinary Shares including 11,106,692 Ordinary Shares
represented by ADSs, which are beneficially owned by Sky Success, a British Virgin Islands company jointly owned and
controlled by Mr. Peng, Mr. Jinjing Hong, Mr. Deng and Mr. Zhiyong Hong and (ii) 40,000 restricted shares held by Mr. Peng
that have vested or will vest within 60 days of August 14, 2015.
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The percentage of the class of securities
identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 107,524,753 Ordinary Shares outstanding as
of April 1, 2015 as disclosed in the Company’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission
on April 20, 2015.
Except as disclosed in this statement, none
of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A-1 and Schedule B-1
hereto, beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.
Except as disclosed in this statement, none
of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A-1 and Schedule B-1
hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares
that they may be deemed to beneficially own.
Except as disclosed in this statement, none
of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A-1 and Schedule B-1,
has effected any transaction in the Ordinary Shares during the past 60 days or since the most recent filing on Schedule 13D (§
240.13d-191), whichever is less.
Except as disclosed in this statement, to
the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.
The descriptions of the principal terms
of the Proposal and the Consortium Agreement under Item 4 are incorporated herein by reference in their entirety.
To the best knowledge of the Reporting Persons,
except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among
the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company,
joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving
or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the
securities of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit No. |
Description |
|
|
A |
Joint Filing Agreement, dated August 24, 2015, by and between Ms. Hong Li, Mr. Xingqiang Zhang, Regal Fair Holdings Limited, Sky Success Venture Holdings Limited and Messrs. Zhiyun Peng, Jinjing Hong, Liping Deng and Zhiyong Hong. |
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B |
Proposal Letter dated August 14, 2015 from Ms. Hong Li, Mr. Xiangqiang Zhang and Sky Success Venture Holdings Limited, to the board of directors of the Company. |
|
|
C |
Consortium Agreement, dated August 24, 2015, by and between Ms. Hong Li, Mr. Xiangqiang Zhang and Sky Success Venture Holdings Limited. |
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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: August 24, 2015 |
|
|
|
|
/s/ Hong Li |
|
Hong Li |
|
|
|
/s/ Xingqiang Zhang |
|
Xingqiang Zhang |
|
|
|
Regal Fair Holdings Limited |
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|
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By: |
/s/ Hong Li |
|
Name: |
Hong Li |
|
Title: |
Director |
|
|
|
Sky Success Venture Holdings Limited |
|
|
|
By: |
/s/ Zhiyun Peng |
|
Name: |
Zhiyun Peng |
|
Title: |
Director |
|
|
|
/s/ Zhiyun
Peng |
|
Zhiyun Peng |
|
|
|
/s/ Jinjing
Hong |
|
Jinjing Hong |
|
|
|
/s/ Liping
Deng |
|
Liping Deng |
|
|
|
/s/ Zhiyong
Hong |
|
Zhiyong Hong |
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SCHEDULE A-1
Directors and Executive Officers of Regal
Fair Holdings Limited
Name |
|
Position with
Regal Fair
Holdings
Limited |
|
Present Principal
Occupation |
|
Business Address |
|
Citizenship |
|
|
|
|
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|
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Hong Li |
|
Director |
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Chairwoman of Country Style Cooking Restaurant Chain Co., Ltd. |
|
c/o Country Style Cooking Restaurant Chain Co., Ltd., No. 19, Yushan South Road, Yubei District, Chongqing, the People’s Republic of China. |
|
PRC |
|
|
|
|
|
|
|
|
|
Xingqiang Zhang |
|
Director |
|
Chief Executive Officer, Chief Operating Officer, Acting Chief Financial Officer and Director of Country Style Cooking Restaurant Chain Co., Ltd. |
|
c/o Country Style Cooking Restaurant Chain Co., Ltd., No. 19, Yushan South Road, Yubei District, Chongqing, the People’s Republic of China. |
|
PRC |
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SCHEDULE B-1
Directors and Executive Officers of Sky
Success Venture Holdings Limited
Name |
|
Position with
Sky Success
Venture
Holdings
Limited |
|
Present Principal
Occupation |
|
Business Address |
|
Citizenship |
|
|
|
|
|
|
|
|
|
Zhiyun Peng |
|
Joint owner and director of Sky Success |
|
the General Manger of Shanghai Novich Venture Investment Co., Ltd. |
|
c/o Sky Success Venture Holdings Limited
13F, No. 609 Yunling East Road, Putuo District, Shanghai, People’s Republic of China |
|
PRC |
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|
|
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Jinjing Hong |
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Joint owner of Sky Success |
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the Supervisor of Shanghai Novich Venture Investment Co., Ltd. |
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Building 19, No.599 Lane, Yunling Road, Putuo District, Shanghai, People’s Republic of China |
|
PRC |
|
|
|
|
|
|
|
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|
Liping Deng |
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Joint owner of Sky Success |
|
the Chairman of Shanghai Novich Venture Investment Co., Ltd. |
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Suite 303 DBS Bank Tower, 1318 Lu Jia Zui Ring Road, Shanghai, China |
|
PRC |
|
|
|
|
|
|
|
|
|
Zhiyong Hong |
|
Joint owner of Sky Success |
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the Director of Shanghai Novich Venture Investment Co., Ltd. |
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13F, No. 609 Yunling East Road, Putuo District, Shanghai, People’s Republic of China |
|
PRC |
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Exhibit A
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, par value US$0.001 per share, of Country Style Cooking Restaurant
Chain Co., Ltd., a Cayman Islands company, 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.
[Remainder of this page has been left intentionally
blank.]
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SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
as of August 24, 2015.
|
/s/ Hong Li |
|
Hong Li |
|
|
|
/s/ Xingqiang Zhang |
|
Xingqiang Zhang |
|
|
|
Regal Fair Holdings Limited |
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|
|
By: |
/s/ Hong Li |
|
Name: |
Hong Li |
|
Title: |
Director |
|
|
|
Sky Success Venture Holdings Limited |
|
|
|
By: |
/s/ Zhiyun Peng |
|
Name: |
Zhiyun Peng |
|
Title: |
Director |
|
|
|
/s/ Zhiyun Peng |
|
Zhiyun Peng |
|
|
|
/s/ Jinjing Hong |
|
Jinjing Hong |
|
|
|
/s/ Liping Deng |
|
Liping Deng |
|
|
|
/s/ Zhiyong Hong |
|
Zhiyong Hong |
Exhibit B
August 14, 2015
The Board of Directors
Country Style Cooking Restaurant Chain Co., Ltd.
No. 19 Yunshan South Road
Yubei District, Chongqing
People's Republic of China
The People's Republic of China
Dear Sirs:
Ms. Hong Li, Co-Founder and Chairwoman of the Board of Directors
of Country Style Cooking Restaurant Chain Co., Ltd. (the "Company"), Mr. Xingqiang Zhang, Co-Founder, Chief Executive
Officer and director of the Company and Sky Success Venture Holdings Limited (together, the "Buyer Group") are pleased
to submit this preliminary non-binding proposal to acquire all outstanding ordinary shares (the "Shares") of the Company
not beneficially owned by the Buyer Group in a going-private transaction (the "Acquisition"). Our proposed purchase price
for each American depositary share of the Company ("ADS", each representing four Shares) is $5.23 in cash. The Buyer
Group and their respective affiliates beneficially own approximately 56.9% of all the issued and outstanding Shares of the Company.
We believe that our proposal provides an attractive opportunity
for the Company's shareholders. Our proposed purchase price represents a premium of approximately 18.9% to the closing trading
price of the Company's ADSs on August 13, 2015, the last trading day prior to the date hereof.
The terms and conditions upon which we are prepared to pursue
the Acquisition are set forth below. We are confident in our ability to consummate an Acquisition as outlined in this letter.
| 1. | Buyer Group. Members of the Buyer Group intend to enter into a consortium agreement, pursuant to which members of the
Buyer Group will agree to, among other things, cooperate in connection with implementing the Acquisition, and work with each other
on an exclusive basis in pursuing the Acquisition. The contemplated consortium agreement will obligate the Buyer Group members
to (i) vote for the proposed Transaction and not take any action inconsistent with it, (ii) not transfer any of their respective
shares in the Company unless as otherwise permitted under the Consortium Agreement, and (iii) vote against any competing proposal
or matter that would facilitate a competing proposal. |
| 2. | Purchase Price. The consideration payable for each ADS will be $5.23 in cash, or $1.3075 in cash per Share (in each
case other than those ADSs or Shares beneficially owned by members of the Buyer Group or their affiliates that will be rolled over
in connection with the Acquisition). |
| 3. | Financing. We intend to finance the Acquisition with a combination of debt and equity capital. Equity financing will
be provided from the Buyer Group members and any additional members we accept into the Buyer Group in the form of cash and rollover
equity in the Company. Debt financing is expected to be provided by third-party loans, if required. We are confident that we can
timely secure adequate financing to consummate the Acquisition. |
| 4. | Due Diligence. We believe that we will be in a position to complete customary due diligence for the Acquisition in a
timely manner and in parallel with discussions on the definitive agreements. We would like to ask the board of directors of the
Company (the "Board") to accommodate such due diligence request and approve the provision of confidential information
relating to the Company and its business to possible sources of equity and debt financing subject to a customary form of confidentiality
agreement. |
| 5. | Definitive Agreements. We are prepared to promptly negotiate and finalize the definitive agreements (the "Definitive
Agreements") providing for the Acquisition and related transactions. This proposal is subject to execution of the Definitive
Agreements. These documents will include provisions typical for transactions of this type. |
| 6. | Process. We believe that the Acquisition will provide superior value to the Company's shareholders. We recognize that
the Board will evaluate the Acquisition independently before it can make its determination to endorse it. Given the involvement
of Ms. Li, Mr. Zhang and Sky Success Venture Holdings Limited in the Acquisition, we expect that the independent, disinterested
members of the Board will proceed to consider the proposed Acquisition.
In considering our offer, you should be aware that the Buyer Group is interested only in acquiring the outstanding Shares that
members of the Buyer Group and their respective affiliates do not already beneficially own, and that the Buyer Group does not intend
to sell their stake in the Company to any third party. |
| 7. | Confidentiality. The Buyer Group will, as required by law, promptly file a Schedule 13D with the U.S. Securities and
Exchange Commission to disclose this proposal. However, we are sure you will agree with us that it is in all of our interests to
ensure that we proceed in a strictly confidential manner, unless otherwise required by law, until we have executed the Definitive
Agreements or terminated our discussions. |
| 8. | No Binding Commitment. This proposal constitutes only a preliminary indication of our interest, and does not constitute
any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of Definitive
Agreements, and then will be on terms and conditions provided in such documentation.
In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion.
Should you have any questions regarding this proposal, please do not hesitate to contact us. |
Sincerely,
/s/ Hong Li
Ms. Hong Li
/s/ Xingqiang Zhang
Mr. Xingqiang Zhang
Sky Success Venture Holdings Limited
By: /s/ Zhiyun Peng
Name: Zhiyun Peng
Title: Director
Exhibit C
CONSORTIUM AGREEMENT
among
HONG LI
XINGQIANG
ZHANG
and
SKY SUCCESS VENTURE HOLDINGS LIMITED
Dated as of August 24, 2015
TABLE OF CONTENTS
Article I Holdco Ownership; Additional consortium Members |
2 |
Section 1.01 |
Holdco Ownership and Arrangements |
2 |
Section 1.02 |
Additional Consortium Members |
2 |
Article II Participation in Transaction; Advisors; Approvals |
2 |
Section 2.01 |
Transaction Process |
2 |
Section 2.02 |
Information Sharing and Roles |
3 |
Section 2.03 |
Appointment of Advisors |
3 |
Article III Transaction Costs |
3 |
Section 3.01 |
Expenses and Fee Sharing |
3 |
Article IV Limitation of Liability |
4 |
Section 4.01 |
Limitation of Liability |
4 |
Article V Exclusivity |
4 |
Section 5.01 |
Exclusivity Period |
4 |
Article VI Termination |
6 |
Section 6.01 |
Failure to Agree; Mutual Termination; Termination After Execution of Documentation |
6 |
Section 6.02 |
Effect of Termination |
6 |
Article VII Announcements and Confidentiality |
6 |
Section 7.01 |
Announcements |
6 |
Section 7.02 |
Confidentiality |
7 |
Section 7.03 |
Permitted Disclosures |
7 |
Article VIII Notices |
7 |
Section 8.01 |
Notices |
7 |
Article IX Representations and Warranties |
8 |
Section 9.01 |
Representations and Warranties |
8 |
Section 9.02 |
Target Ordinary Shares |
9 |
Section 9.03 |
Separate Representations and Warranties |
9 |
Section 9.04 |
Reliance |
9 |
Article X Miscellaneous |
9 |
Section 10.01 |
Entire Agreement |
9 |
Section 10.02 |
Further Assurances |
9 |
Section 10.03 |
Severability |
9 |
Section 10.04 |
Amendments; Waivers |
10 |
Section 10.05 |
Language |
10 |
Section 10.06 |
Assignment; No Third Party Beneficiaries |
10 |
Section 10.07 |
No Partnership or Agency |
10 |
Section 10.08 |
Counterparts |
10 |
Section 10.09 |
Governing Law |
10 |
Section 10.10 |
Dispute Resolution |
10 |
Section 10.11 |
Remedies |
11 |
Article XI Definitions and Interpretation |
11 |
Section 11.01 |
Definitions |
11 |
Section 11.02 |
Statutory Provisions |
14 |
Section 11.03 |
Recitals and Schedules |
14 |
Section 11.04 |
Meaning of References |
14 |
Section 11.05 |
Headings |
14 |
Section 11.06 |
Negotiation of the Agreement |
14 |
Schedule A Existing Share Ownership |
1 |
Schedule B Adherence Agreement |
1 |
THIS CONSORTIUM AGREEMENT (the “Agreement”)
is made as of August 24, 2015, among (a) Hong Li (“Ms. Li”), (b) Xingqiang Zhang (“Mr. Zhang”),
and (c) Sky Success Venture Holdings Limited (“Sky Success”). Each of Ms. Li, Mr. Zhang and Sky Success is referred
to herein as a “Party” and collectively as the “Parties.”
All defined terms used but not defined in
the first place they appear in the Agreement are defined under Article XI hereof.
WHEREAS, the Parties propose to form a consortium
(the “Consortium”) to undertake a transaction (the “Transaction”) to acquire Country Style
Cooking Restaurant Chain Co., Ltd. (the “Target”) which would result in a delisting of the Target from the New
York Stock Exchange (the “NYSE”) and deregistering the Target under the United States Securities Exchange Act
of 1934, as amended (the “Exchange Act”);
WHEREAS, as part of the Transaction, the
Parties propose to incorporate a new company (“Holdco”) under the laws of the Cayman Islands, and to cause Holdco
to incorporate a direct or indirect wholly-owned subsidiary (“Merger Sub”) under the laws of the Cayman Islands.
At the Closing, the Parties intend that (a) Merger Sub will be merged with and into the Target (the “Merger”),
with the Target being the surviving company (the “Surviving Company”) and becoming a direct, wholly-owned subsidiary
of Holdco, (b) each outstanding Target Ordinary Share, other than the Rollover Shares (as defined below), will be cancelled in
consideration for the right to receive the merger consideration per Target Ordinary Share to be set forth in the Merger Agreement
(as defined below) (the “Merger Consideration”); and (c) all remaining Target Ordinary Shares held by the Parties
or their respective affiliated investment vehicles, in each case as specified in Schedule A (collectively, the “Rollover
Shares”) will be surrendered and cancelled for no consideration or contributed to Holdco for no consideration (subject
to any exceptions to be agreed between the Parties);
WHEREAS, on August 14, 2015, Ms. Li, Mr.
Zhang and Sky Success submitted a non-binding proposal (the “Proposal”) to the Target’s board of directors
in connection with the Transaction; and
WHEREAS, in accordance with the terms of
this Agreement, the Parties will cooperate and participate in (a) the evaluation of the Target, including conducting due diligence,
(b) discussions regarding the Proposal with the Target, and (c) the negotiation of the terms of the Documentation in connection
with the Transaction (in which negotiations the Parties expect that the Target will be represented by a special committee of independent
and disinterested directors of the Target), including an agreement and plan of merger among Holdco, Merger Sub and the Target in
the form to be agreed by the Parties (the “Merger Agreement”), which shall be subject to the approval of the
board of directors of the Target.
NOW, THEREFORE, in consideration of the
foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
Article
I
Holdco Ownership; Additional consortium Members
Section 1.01 Holdco
Ownership and Arrangements.
(a) Prior
to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger
Sub, and (ii) negotiate in good faith and use reasonable best efforts to agree upon the terms of the memorandum and articles of
association of each of Holdco and Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall
become the memorandum and articles of association of the Surviving Company immediately upon the Closing.
(b) Subsequent
to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable
best efforts to enter into a shareholders’ agreement amongst themselves in their respective capacities as shareholders of
Holdco that will take effect at the Closing, which shall include customary terms for transactions of a similar nature (the “Shareholders’
Agreement”).
(c) Each
Party shall, in connection with the execution of the Merger Agreement, (i) enter into a rollover agreement in customary form pursuant
to which such Party will contribute at the Closing all Target Ordinary Shares owned by her/him/it and her/his/its affiliated investment
vehicles (if any) to Holdco, and (ii) deliver a funding commitment letter in customary form, pursuant to which, such Party will
fund, at the Closing, cash to Holdco in an amount to be agreed upon by the Parties.
(d) The
relative ownership of Holdco by the Parties shall be based on their relative capital contributions to Holdco, whether in cash or
in the form of Rollover Shares (with the Target Ordinary Shares contributed by the Parties being valued at the same per share consideration
as provided in the Merger Agreement) or a combination of both, except as otherwise agreed to by all of the Parties in writing.
Section 1.02 Additional
Consortium Members(a) . The Parties may together agree to admit
one or more additional members (the “Additional Members”) of the Consortium which will provide equity capital
and/or debt financing to the Consortium for the consummation of the Transaction. Any additional member admitted to the Consortium
shall execute an adherence agreement to this Agreement in the form attached hereto as Schedule B herein (the “Adherence
Agreement”) and upon such member’s execution of the Adherence Agreement, such additional member shall become an
Additional Member for the purposes of this Agreement.
Article
II
Participation in Transaction; Advisors; Approvals
Section 2.01 Transaction
Process.
(a) The
Parties shall: (a) undertake due diligence with respect to the Target and its business as each Party deems necessary; (b) engage
in discussions with the Target regarding the Proposal; and (c) negotiate in good faith (i) any amendments to the terms of the Proposal,
if applicable, and (ii) the terms of the Documentation (including the terms of any other agreements between the Parties required
to support the Proposal or to regulate the relationship between the Parties), in each case, which terms must be acceptable to each
Party in their respective discretion.
(b) Each
Party shall use her/his/its reasonable best efforts to execute a customary confidentiality agreement reasonably required by the
Target for the purposes of gaining access to information with respect to the Target in connection with the Transaction.
Section 2.02 Information
Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including
by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party,
(b) participating in meetings and negotiations with potential debt financing sources, if any, (c) sharing all information reasonably
necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting
reports and studies, (d) providing each other or Holdco with all information reasonably required concerning such Party or any other
matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect
of any other Party and her/his/its Affiliates for inclusion in the Documentation, (e) providing timely responses to requests by
another Party for information, (f) applying the level of resources and expertise that such Party reasonably considers to be necessary
and appropriate to meet her/his/its obligations under this Agreement, and (g) consulting with each other and otherwise cooperating
in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance of which
shall be subject to Section 7.01. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or
appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). The Parties agree and confirm that none of the
Parties shall provide any information in breach of any of her/his/its obligations or fiduciary duties to the Target.
Section 2.03 Appointment
of Advisors.
(a) All
joint Advisors, and the scope and other terms of such Advisors’ engagement, to Holdco and/or the Parties in connection with
the Proposal and the Transaction shall be satisfactory to each Party.
(b) If
a Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction or other
matters contemplated by the Documentation, such Party may retain other Advisors to advise it; provided, however, that such
Party shall (i) provide prior notice to the other Parties of such retention and (ii) be solely responsible for the fees and expenses
of such separate Advisors unless otherwise agreed to in advance by the other Parties in writing.
Article
III
Transaction Costs
Section 3.01 Expenses
and Fee Sharing.
(a) Upon
consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the
case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation,
the costs and expenses associated with (i) the negotiation, delivery and execution of this Agreement and the other Documentation,
(ii) the retention by the Consortium of a financial due diligence advisor, (iii) any actions taken in accordance with the terms
of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iv) the retention
of Advisors by the Parties or the Consortium (other than fees, expenses and disbursement of any separate Advisors retained by a
Party pursuant to Section 2.03(b) unless otherwise agreed to in advance by the other Parties in writing).
(b) Subject
to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of
the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion
to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection
with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium
or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with
respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposes (other than
fees, expenses and disbursements of any separate Advisors retained by the Parties pursuant to Section 2.03(b) unless otherwise
agreed to in advance by the Parties in writing).
(c) If
the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party
or Parties shall reimburse any non-breaching Party for all of her/his/its out-of-pocket costs and expenses incurred in connection
with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties (including the fees,
expenses and disbursements of any separate Advisors retained by a Party pursuant to Section 2.03(b)) and (ii) any due diligence
advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise
available to such non-breaching Party.
(d) Each
Party shall be entitled to receive, on a pro rata basis in accordance with her/his/its Respective Proportion, any termination or
other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required
to be borne by them pursuant to Section 3.01(b).
Article
IV
Limitation of Liability
Section 4.01 Limitation
of Liability. The obligations of each Party under this Agreement are several (and not joint or joint and several) and, except
as set forth in Section 3.01(a), each Party’s obligation for fees and costs pursuant to Article III is capped at such Party’s
Respective Proportion. If a Claim has arisen as a result of the fraud, willful misconduct or breach of this Agreement by a Party,
then Liability for such Claim will rest solely with such Party.
Article
V
Exclusivity
Section 5.01 Exclusivity
Period. During the Exclusivity Period each Party:
(a) shall
and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction,
including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare
and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to
be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise)
all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction;
(b) shall
not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of such Party’s
Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making
of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party
with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer
to finance any Competing Proposal, including by offering any equity or debt financing, or contribution of Securities or provision
of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding
(whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated
under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or
directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer
or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest
in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in
any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract,
option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities,
or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter
into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have
the effect of preventing, disabling or delaying the Party from performing her/his/its obligations under this Agreement; or (vii)
solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in
writing) with any other person regarding the matters described in Section 5.01(a) or (b);
(c) shall
immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations
and other communications (whether conducted by such Party or any of such Party’s Affiliates or Representatives) with all
persons conducted heretofore with respect to a Competing Proposal; and
(d) notify
the other Parties promptly if such Party, such Party’s Affiliates or Representatives receives any approach or communication
with respect to any Competing Proposal and shall promptly disclose to the other Parties the identity of any other persons involved
and the nature and content of the approach or communication, and promptly provide copies of any such written Competing Proposal.
Article
VI
Termination
Section 6.01 Failure
to Agree; Mutual Termination; Termination After Execution of Documentation.
(a) If
the Parties, after good faith endeavors to pursue the Transaction in compliance with the other sections of this Agreement, are
unable to agree either (i) as between themselves upon the material terms of the Transaction or (ii) with the Special Committee
on the material terms of a transaction which the Special Committee agrees to recommend to the public shareholders of the Target,
then (A) a Party may cease her/his/its participation in the Transaction upon prior written notice to the other Parties; and (B)
this Agreement shall terminate with respect to such withdrawing Party thereafter, following which the provisions of Section 6.02(a)
will apply.
(b) This
Agreement shall terminate at any time upon the mutual written agreement of the Parties.
(c) After
the execution of the Merger Agreement, this Agreement shall terminate without any further action on the part of any Party, upon
the earlier of (i) the date the Transaction is consummated, or (ii) the date that the Merger Agreement is validly terminated in
accordance with its terms.
Section 6.02 Effect
of Termination.
(a) Upon
termination of this Agreement with respect to a Party pursuant to Section 6.01(a), Article III (Transaction Costs), Article IV
(Limitation of Liability), Article V (Exclusivity), Article VI (Termination), Section 7.02 (Confidentiality), Article VIII (Notices)
and Article X (Miscellaneous) shall continue to bind such Party and such Party shall be liable under Article III for her/his/its
pro rata portion of any expenses for which such Party is obligated under Section 3.01(b) incurred prior to the termination of this
Agreement with respect to such Party. The Parties shall otherwise not be liable to each other in relation to this Agreement, other
than in respect of a breach of this Agreement occurring prior to termination.
(b) Upon
termination of this Agreement with respect to a Party pursuant to Section 6.01(b) or Section 6.01(c), Article III (Transaction
Costs), Article IV (Limitation of Liability), Article VI (Termination), Section 7.02 (Confidentiality), Article VIII (Notices)
and Article X (Miscellaneous) shall continue to bind such Party and such Party shall be liable under Article III for her/his/its
pro rata portion of any expenses for which such Party is obligated under Section 3.01(b) incurred prior to the termination of this
Agreement with respect to such Party. The Parties shall otherwise not be liable to each other in relation to this Agreement, other
than in respect of a breach of this Agreement occurring prior to termination.
Article
VII
Announcements and Confidentiality
Section 7.01 Announcements.
No announcements regarding the subject matter of this Agreement shall be issued by any Party without the prior written consent
of the other Parties, which consent shall not be unreasonably withheld or delayed, except to the extent that any such announcements
are required by law, a court of competent jurisdiction, a regulatory body or international stock exchange (but only as far as practicable
and lawful after the form and terms of that disclosure have been provided to the other Parties and the other Parties have had a
reasonable opportunity to comment on the form and terms of such disclosure, in each case, to the extent reasonably practicable).
Section 7.02 Confidentiality.
(a) Except
as permitted under Section 7.03, each Party shall not, and shall direct that her/his/its Representatives do not, without the prior
written consent of the other Parties, disclose any Confidential Information received by such Party (the “Recipient”)
from any other Party (the “Discloser”). Each Party shall not and shall direct her/his/its Representatives not
to, use any Confidential Information for any purpose other than for the purposes of this Agreement or the Transaction.
(b) Subject
to Section 7.02(c), the Recipient shall safeguard and return to the Discloser any Confidential Information which falls within paragraph
(a) of the definition of Confidential Information, on demand, or in the case of electronic data (other than any electronic data
stored on the back-up tapes of the Recipient’s hardware), destroy at the option of the Recipient, any Confidential Information
contained in any material in the Recipient's or her/his/its Representatives’ possession or control.
(c) Each
Party may retain in a secure archive a copy of the Confidential Information referred to in Section 7.02(b) if the Confidential
Information is required to be retained by such Party for regulatory purposes or in connection with a bona fide document retention
policy.
(d) Each
Party acknowledges that, in relation to Confidential Information received from the other Party, the obligations contained in Section
7.02(a) shall continue to apply for a period of twenty-four (24) months following termination of this Agreement unless otherwise
agreed in writing.
Section 7.03 Permitted
Disclosures. A Party may make disclosures (a) to those of her/his/its Representatives as such Party reasonably deems necessary
to give effect to or enforce this Agreement (including potential sources of capital) but only on a confidential basis; (b) if required
by law or a court of competent jurisdiction, the SEC, the NYSE or another regulatory body or international stock exchange having
jurisdiction over a Party or pursuant to whose rules and regulations such disclosure is required to be made, but only as far as
practicable and lawful after the form and terms of that disclosure have been notified to the other Parties and the other Parties
have had a reasonable opportunity to comment on the form and terms of disclosure, in each case, to the extent reasonably practicable;
or (c) if the information is publicly available other than through a breach of this Agreement by such Party or her/his/its Representatives.
Article
VIII
Notices
Section 8.01 Notices.
Any notice, request, instruction or other document to be given hereunder by any Party to another Party shall be in writing and
delivered personally or sent by registered or certified mail, postage prepaid, by facsimile, overnight courier or electronic mail:
If to Ms. Hong Li:
c/o Country Style Cooking Restaurant Chain Co., Ltd.,
No. 19, Yushan South Road, Yubei District, Chongqing, the People’s Republic of China.
If to Mr. Xingqiang Zhang:
c/o Country Style Cooking Restaurant Chain Co., Ltd.,
No. 19, Yushan South Road, Yubei District, Chongqing, the People’s Republic of China.
If to Sky Success Venture Holdings Limited:
c/o Sky Success Venture Holdings Limited, 13F, No. 609
Yunling East Road, Putuo District, Shanghai, People’s Republic of China
Attention: Mr. Zhiyun Peng
or to such other address or facsimile number or email address
as such Party may hereafter specify for the purpose by notice to the other Party hereto. All such notices, requests and other communications,
(a) if hand delivered, shall be deemed received on the date of receipt by the recipient thereof if received prior to 6:00 p.m.
on a Business Day in the place of receipt; otherwise, any such notice, request or communication shall be deemed to have been received
on the next succeeding Business Day in the place of receipt; (b) if posted by mail, it shall be treated as delivered five (5) days
after posting; (c) if transmitted by facsimile or email, shall be deemed received upon confirmation of delivery.
Article
IX
Representations and Warranties
Section 9.01 Representations
and Warranties. Each Party hereby represents and warrants (on behalf of such Party only) to other Parties that (a) such Party
has the requisite power and authority or, in the case of Ms. Li or Mr. Zhang, the legal capacity and right to execute, deliver
and perform this Agreement, (b) except in the case of Ms. Li or Mr. Zhang, the execution, delivery and performance of this Agreement
by such Party have been duly authorized by all necessary action on the part of such person and no additional proceedings are necessary
to approve this Agreement, and (c) this Agreement has been duly executed and delivered by such Party and constitutes a valid and
binding agreement enforceable against such Party in accordance with the terms hereof. Each Party further represents and warrants
(on behalf of such Party only) to other Parties that (a) such Party's execution, delivery and performance (including the provision
and exchange of information) of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result
in a breach of or default under, any of the terms of any contract or agreement to which such Party is a party or by which such
Party is bound or office such Party holds; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation,
applicable to such Party or any of the properties or assets of such Party; or (iii) result in the creation of, or impose any obligation
on such Party to create, any lien, charge or other encumbrance of any nature whatsoever upon such Party’s properties or assets,
and (b) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Party.
Section 9.02 Target
Ordinary Shares. Each Party further represents and warrants (on behalf of such Party only) to other Parties that as of the
date of this Agreement, (a) unless otherwise disclosed in Schedule A, such Party or her/his/its Affiliates hold (i) of record the
number of outstanding Target Ordinary Shares set forth under the heading “Shares Held of Record” next to such Party’s
or her/his/its Affiliate’s name on Schedule A hereto, and (ii) the other Securities set forth under the heading “Other
Securities” next to such Party's or her/his/its Affiliate’s name on Schedule A hereto, in each case free and clear
of any encumbrances or restrictions; (b) unless otherwise disclosed in Schedule A, such Party has the sole right to control the
voting and disposition of the Target Ordinary Shares (if any) and any other Securities (if any) held by such Party or her/his/its
Affiliates; and (c) such Party does not own, directly or indirectly, any Target Ordinary Shares or other Securities other than
as set forth on Schedule A hereto. For purposes of this Section 9.02, “owns” means the relevant Party (x) is the record
holder of such security or (y) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act)
of such security.
Section 9.03 Separate
Representations and Warranties. Each representation and warranty in Section 9.01 and Section 9.02 is a separate representation
and warranty. The interpretation of any representation and warranty may not be restricted by reference to or inference from any
other representation and warranty.
Section 9.04 Reliance.
Each Party acknowledges that the other Parties have entered into this Agreement on the basis of and in reliance upon (among other
things) the representations and warranties in Section 9.01 and Section 9.02 and have been induced by such Party to enter into this
Agreement.
Article
X
Miscellaneous
Section 10.01 Entire
Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any previous oral or written
agreements or arrangements among them or between any of them relating to its subject matter.
Section 10.02 Further
Assurances. Each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to carry
out the intent and purposes of this Agreement.
Section 10.03 Severability.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided,
if possible, in order to achieve the intent of the Parties to the maximum extent possible. In any event, the invalidity or unenforceability
of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this
Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.
Section 10.04 Amendments;
Waivers. Neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing
signed by the Parties. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing
signed by the Party against whom the enforcement of such waiver, discharge or termination is sought. No failure or delay by any
Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
Section 10.05 Language.
The official text of this Agreement and any notices given or made hereunder shall be in English.
Section 10.06 Assignment;
No Third Party Beneficiaries. Other than as provided herein, the rights and obligations of each Party shall not be assigned
without the prior written consent of the other Parties; provided, however, a Party may assign her/his/its respective
rights and obligations under this Agreement, in whole or in part, to any affiliated investment funds of the Party, any limited
partners or investment vehicles of the Party or such funds (other than any portfolio companies of the Party or such funds) and,
subject to the prior written consent of the other Parties (not to be unreasonably withheld or delayed), any other co-investors
of the Party (as the case may be), but no such assignment shall relieve the Party from any of her/his/its obligations hereunder.
This Agreement shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of the Parties.
Nothing in this Agreement, whether express or implied, is intended to or shall confer upon any person, other than the Parties and
their heirs, successors, legal representatives and permitted assigns, any rights, benefits, claims or remedies whatsoever under
or by reason of this Agreement or any provision hereof.
Section 10.07 No
Partnership or Agency. The Parties are independent and nothing in this Agreement constitutes a Party as the trustee, fiduciary,
agent, employee, partner or joint venturer of the other Party.
Section 10.08 Counterparts.
This Agreement may be executed in counterparts and all counterparts taken together shall constitute one document. This Agreement
shall not be effective until each Party has executed at least one counterpart.
Section 10.09 Governing
Law. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of New York without
regard to the conflicts of laws principles thereof (other than Section 5-1401 of the General Obligations Law and any successor
provision thereto).
Section 10.10 Dispute
Resolution.
(a) Subject
to Section 10.11, any disputes, actions and proceedings against any Party or arising out of or in any way relating to this Agreement
shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with
the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 10.10. The place of arbitration
shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators
(each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the
respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly
by the first two Arbitrators and shall serve as chairman of the tribunal. In the event the claimant(s) or respondent(s) or the
first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the
time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The tribunal shall have no authority
to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing
parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes
of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent
jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.
(b) Notwithstanding
the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section
10.10, any Party may, to the extent permitted under the laws of the jurisdiction where application is made, seek an interim injunction
from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the laws of
the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural law of the jurisdiction
where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt,
this Section 10.10(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section
10.11 in any way.
Section 10.11 Remedies.
Without prejudice to the rights and remedies otherwise available to any Party, including the right to claim money damages for breach
of any provision hereof, any Party may bring an action for specific performance and/or injunctive or other equitable relief (without
posting a bond or other security) to enforce or prevent any violations of any provision of this Agreement.
Article
XI
Definitions and Interpretation
Section 11.01 Definitions.
In this Agreement, unless the context requires otherwise: -
“ADSs” means the American
Depositary Shares of the Target, each of which currently represents four Target Ordinary Shares.
“Advisors” means the
legal, accounting, banking and other advisors and/or consultants of the Consortium, Holdco, the Parties and/or a Party, as the
case may be, appointed in connection with the Transaction.
“Affiliate” means, with
respect to any person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with
such specified person and “Affiliates” shall be construed accordingly.
“Agreement” means this
Consortium Agreement, as amended, modified or supplemented from time to time in accordance with its terms.
“Arbitrator” has the
meaning given in Section 10.10.
“Business Day” means
any day (other than a Saturday or a Sunday) on which banks generally are open in the People’s Republic of China, Hong Kong
and in New York, New York, for the transaction of normal banking business.
“Claim” means a claim
against any one or more of the Parties arising from or relating to the Transaction in respect of which a Party is, or is sought
to be, made liable to pay any sum of money to any person other than a Party (or any of their respective Affiliates), whether on
a joint and several basis or on any other basis.
“Closing” means the consummation
of the Transaction.
“Competing Proposal”
means a proposal, offer or invitation to the Target, any Party or any of a Party’s Affiliates (other than the Proposal),
that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring
or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood
of the consummation of the Transaction with the Parties.
“Confidential Information”
includes (a) all written, oral or other information obtained in confidence by one Party from any other Party in connection with
this Agreement or the Transaction, unless such information is already known to such Party or to others not known by such Party
to be bound by a duty of confidentiality or such information is or becomes publicly available other than through a breach of this
Agreement by such Party and (b) the terms of, and any negotiations or discussions relating to, the Proposal.
“Control” means the possession,
directly or indirectly, of the power to direct the management and policies of a person or company whether through the ownership
of voting securities, contract or otherwise.
“Discloser” has the meaning
given in Section 7.02(a).
“Documentation” means
the documentation required to implement the Transaction, including the Proposal, the Merger Agreement, the Shareholders’
Agreement, debt financing documents, if any, filings with the SEC and other governmental agencies, and ancillary documentation,
in each case, in the form to be agreed by the Parties.
“Exchange Act” has the
meaning given in the recitals.
“Exclusivity Period”
means the period beginning on the date hereof and ending on the first to occur of (a) the date twelve (12) months after the date
hereof and (b) the mutually agreed termination of this Agreement pursuant to Section 6.01(b).
“HKIAC” has the meaning
given in Section 10.10.
“Holdco” has the meaning
given in the recitals.
“Liability” means a liability
to pay a sum of money arising pursuant to a Claim (which sum is deemed to include all legal and other costs, damages, losses and
expenses incurred in connection with (or arising directly or indirectly from) defending, disputing or otherwise dealing with any
such Claim) where the liability arises from a judgment given by a court of competent jurisdiction, the final decision given in
any binding arbitration proceedings or the agreed settlement of the Claim.
“Merger” has the meaning
given in the recitals.
“Merger Agreement” has
the meaning given in the recitals.
“Merger Consideration”
has the meaning given in the recitals.
“Merger Sub” has the
meaning given in the recitals.
“NYSE” has the meaning
given in the recitals.
“Parties” has the meaning
given in the preamble.
“Proposal” has the meaning
given in the recitals.
“Recipient” has the meaning
given in Section 7.02(a).
“Representative” of a
Party means such Party’s officers, managers, directors, general partners, employees, outside counsel, accountants, consultants,
financial advisors, or potential sources of equity or debt financing (and their respective counsel).
“Respective Proportion”
means, with respect to a Party, the proportion that such Party’s (and her/his/its Affiliates) planned equity participation
in Holdco bears to the aggregate amount of all of the Parties’ (and their respective Affiliates) planned equity participation
in Holdco.
“Rollover Shares” has
the meaning given in the recitals.
“SEC” means the United
States Securities and Exchange Commission.
“Securities” means (a)
any ADSs, (b) any shares in the Target, and (c) any warrants, options and any other securities which are convertible into or exercisable
for ADSs or shares in the Target.
“Shareholders’ Agreement”
has the meaning given in Section 1.01(b).
“Special Committee” means
a special committee of independent, disinterested directors of the Target that has been established to be responsible for, among
other matters, evaluating the Transaction and negotiating the terms of the Transaction with the Consortium.
“Surviving Company” has
the meaning given in the recitals.
“Target” has the meaning
given in the recitals.
“Target Ordinary Shares”
means the issued and outstanding ordinary shares, par value US$0.001 per share, of the Target, including the ordinary shares represented
by ADSs.
“Transaction” has the
meaning given in the recitals.
“Transfer” has the meaning
given in Section 5.01(b).
Section 11.02 Statutory
Provisions. All references to statutes, statutory provisions, enactments, directives or regulations shall include references
to any consolidation, reenactment, modification or replacement of the same, any statute, statutory provision, enactment, directive
or regulation of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force
under any of the same from time to time.
Section 11.03 Recitals
and Schedules. References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes.
References in this Agreement to the Parties are references respectively to the Parties and their legal personal representatives,
successors and permitted assigns.
Section 11.04 Meaning
of References. In this Agreement, unless the context requires otherwise:
(a) words
importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations
and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole
shall be treated as including a reference to any part thereof;
(b) references
to a “person” shall include any individual, firm, body corporate, unincorporated association, government, state or
agency of state, association, joint venture or partnership, in each case whether or not having a separate legal personality. References
to a “company” shall be construed so as to include any company, corporation or other body corporate wherever and however
incorporated or established;
(c) references
to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation;
(d) any
reference to “writing” or “written” includes any method of reproducing words or text in a legible and non-transitory
form;
(e) references
to any document (including this Agreement) are references to that document as amended, consolidated, supplemented, novated or replaced
from time to time;
(f) references
to “US$” are to the lawful currency of the United States of America, as at the date of this Agreement; and
(g) references
to “Target Ordinary Shares” shall include Target Ordinary Shares represented by ADSs.
Section 11.05 Headings.
Section and paragraph headings and the table of contents are inserted for ease of reference only and shall not affect construction.
Section 11.06 Negotiation
of the Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event that
an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions
of this Agreement.
[Signature page follows.]
IN WITNESS WHEREOF, the Parties have caused
this Agreement to be executed and delivered as of the date first written above.
[Signature Page to Consortium Agreement]
IN WITNESS WHEREOF, the Parties have caused
this Agreement to be executed and delivered as of the date first written above.
|
Xingqiang Zhang |
|
|
|
/s/ Xingqiang Zhang |
[Signature Page to Consortium Agreement]
IN WITNESS WHEREOF, the Parties have caused
this Agreement to be executed and delivered as of the date first written above.
|
Sky Success Venture Holdings Limited |
|
|
|
|
By: |
/s/ Zhiyun Peng |
|
|
Name: Zhiyun Peng |
|
|
Title: Director |
[Signature Page to Consortium Agreement]
Schedule
A
Existing Share Ownership
| |
Target Ordinary Shares | | |
| |
| |
Ordinary Shares | | |
Ordinary Shares represented by ADSs | | |
Other Securities | |
Parties and their Affiliates | |
| | | |
| | | |
| | |
Hong Li | |
| — | | |
| — | | |
| 109,000 | (3) |
Regal Fair Holdings Limited(1) | |
| 44,522,148 | | |
| — | | |
| — | |
Xingqiang Zhang | |
| — | | |
| — | | |
| 101,000 | (4) |
Regal Fair Holdings Limited | |
| 44,522,148 | | |
| — | | |
| — | |
Sky Success Venture Holdings Limited | |
| 17,384,544 | | |
| — | | |
| — | |
Zhiyun Peng(2) | |
| — | | |
| — | | |
| 40,000 | (5) |
JinJing Hong(2) | |
| — | | |
| — | | |
| — | |
Zhiyong Hong(2) | |
| — | | |
| — | | |
| — | |
Liping Deng(2) | |
| — | | |
| — | | |
| — | |
_________________________
Notes:
(1) Regal Fair Holdings Limited is a British Virgin
Islands company jointly owned by Ms. Hong Li and Mr. Xingqiang Zhang.
(2) Sky Success Venture Holdings Limited is a British Virgin
Islands company jointly
owned and controlled by Mr. Zhiyun Peng, Mr. Jinjing Hong, Mr. Zhiyong Hong and Mr. Liping Deng.
(3) 109,000 restricted shares held by Ms. Hong Li that have
vested or will vest within 60 days of August 14, 2015. Ms. Hong Li and Mr. Xingqiang Zhang are wife and husband, and as such, each
of them may be deemed to beneficially own ordinary shares held by the other person.
(4) 101,000 restricted shares held by Mr. Xingqiang Zhang that
have vested or will vest within 60 days of August 14, 2015. Ms. Hong Li and Mr. Xingqiang Zhang are wife and husband, and as such,
each of them may be deemed to beneficially own ordinary shares held by the other person.
(5) 40,000 restricted shares held by Mr. Zhiyun Peng that have
vested or will vest within 60 days of August 14, 2015.
Schedule B
Adherence
Agreement
THIS ADHERENCE AGREEMENT (this “Agreement”)
is entered into on ____, 2015
BY:
[New Member], a [limited liability company] organized
and existing under the laws of [Ÿ] with its registered address at [Ÿ]/[if
the New Member is a natural person, [New Member], an individual with [Passport No.]] (the “New Member”).
RECITALS:
(A) On
August 24, 2015, the parties listed on Annex A to this Agreement (the “Existing Members”) entered into a consortium
agreement (the “Consortium Agreement”) and proposed to undertake an acquisition transaction (the “Transaction”)
with respect to Country Style Cooking Restaurant Chain Co., Ltd. (the “Target”), a company incorporated under
the laws of the Cayman Islands and listed on the New York Stock Exchange (“NYSE”), pursuant to which the Target
would be delisted from NYSE and deregistered under the United States Securities Exchange Act of 1934, as amended.
(B) Additional
members may be admitted to the Consortium pursuant to Section 1.02 of the Consortium Agreement.
(C) The
New Member now wishes to participate in the Transaction contemplated under the Consortium Agreement, to sign this Agreement, and
to be bound by the terms of the Consortium Agreement as a Party thereto.
THIS AGREEMENT WITNESSES as follows:
| 1. | Defined Terms And Construction |
| (a) | Capitalized terms used but not defined herein shall have the meaning set forth in
the Consortium Agreement. |
| (b) | This Agreement shall be incorporated into the Consortium Agreement as if expressly
incorporated into the Consortium Agreement. |
| (a) | Assumption of obligations |
The New Member undertakes to each other
Party to this Agreement that it will, with effect from the date hereof, perform and comply with each of the obligations of a Party
as if it had been a Party to the Consortium Agreement at the date of execution thereof and the Existing Members agree that where
there is a reference to a “Party” it shall be deemed to include a reference to the New Member and with effect from
the date hereof, all the rights of a Party provided under the Consortium Agreement will be accorded to the New Member as if the
New Member had been a Party under the Consortium Agreement at the date of execution thereof.
3. Representations
And Warranties
(a) The
New Member represents and warrants to each of the other Parties as follows:
(1) Status
[It is a company duly organized, established
and validly existing under the laws of the jurisdiction stated in preamble 1 of this Agreement and has all requisite power and
authority to own, lease and operate its assets and to conduct the business which it conducts.]/[If the New Member is a natural
person, he/she has the legal capacity and right to execute, deliver and perform this Agreement,]
(2) Due
Authorization
It has full power and authority to execute
and deliver this Agreement and the execution, delivery and performance of this Agreement by the New Member has been duly authorized
by all necessary action on behalf of the New Member.[Not applicable if the New Member is a natural person.]
(3) Legal,
Valid and Binding Obligation
This Agreement has been duly executed and
delivered by the New Member and constitutes the legal, valid and binding obligation of the New Member, enforceable against it in
accordance with the terms hereof.
(4) Ownership
As of the date of this Agreement, (i) the
New Member holds (A) of record the number of outstanding Target Ordinary Shares set forth under the heading “Shares Held
of Record” next to its name on Schedule A hereto (specifying the number held as ordinary shares and in the form of ADSs),
free and clear of any encumbrances or restrictions, and (B) the other Securities set forth under the heading “Other Securities”
next to its name on Schedule A hereto, in each case free and clear of any encumbrances or restrictions; (ii) the New Member has
the sole right to control the voting and disposition of such Target Ordinary Shares (if any) and any other Securities (if any)
held by it; and (iii) none of the New Member and its Affiliates owns, directly or indirectly, any Target Ordinary Shares or other
Securities, other than as set forth on Schedule A hereto.
(5) Reliance
Each Party acknowledges that the other Parties
have entered into this Agreement on the basis of and reliance upon (among other things) the representations and warranties in Sections
3(a)(1) to 3(a)(4) and have been induced by them to enter into this Agreement.
4. Notice
Any notice, request, instruction or other
document to be provided hereunder by any Party to another Party shall be in writing and delivered personally or sent by registered
or certified mail, postage prepaid, facsimile, overnight courier or electronic mail, to the address, facsimile number or electronic
mail address provided under the Consortium Agreement, or to any other address, facsimile number or electronic mail address as a
Party may hereafter specify for the purpose by notice to the other Parties hereto. All such notices, requests and other communications,
(a) if hand delivered, shall be deemed received on the date of receipt by the recipient thereof if received prior to 6:00 p.m.
on a Business Day in the place of receipt; otherwise, any such notice, request or communication shall be deemed to have been received
on the next succeeding Business Day in the place of receipt; (b) if posted by mail, it shall be treated as delivered five (5) days
after posting; (c) if transmitted by facsimile or electronic mail, shall be deemed received upon confirmation of delivery.
5. Governing
Law
This Agreement shall be governed by, and
construed in accordance with, the substantive laws of the State of New York without regard to the conflicts of laws principles
thereof (other than Section 5-1401 of the General Obligations Law and any successor provision thereto).
6. Dispute
Resolution.
(a) Any
disputes, actions and proceedings against any Party or arising out of or in any way relating to this Agreement shall be submitted
to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration
Rules of HKIAC in force at the relevant time and as may be amended by this Section 6.1. The place of arbitration shall be Hong
Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”).
The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall
nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve
as chairman of the tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate
or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator
shall be appointed promptly by the HKIAC. The tribunal shall have no authority to award punitive or other punitive-type damages.
The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to
any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties
irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such
enforcement based on lack of personal jurisdiction or inconvenient forum.
(b) Notwithstanding
the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section
6, any Party may, to the extent permitted under the laws of the jurisdiction where application is made, seek an interim injunction
from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the laws of
the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural law of the jurisdiction
where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt,
this Section 6(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 6(a)
in any way.
7. Specific
Performance.
Each Party acknowledges and agrees that
the other Parties would be irreparably injured by a breach of this Agreement by it and that money damages alone are an inadequate
remedy for actual or threatened breach of this Agreement. Accordingly, each Party shall be entitled to specific performance or
injunctive or other equitable relief (without posting a bond or other security) to enforce or prevent any violations of any provision
of this Agreement, in addition to all other rights and remedies available at law or in equity to such Party, including the right
to claim money damages for breach of any provision of this Agreement.
[Signature page follows.]
IN WITNESS WHEREOF, the New Member has caused
this Agreement to be duly executed by its respective authorized officers as of the day and year first above written.
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Notice details |
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Facsimile: |
ANNEX A (ADHERENCE AGREEMENT)
EXISTING MEMBERS
Hong Li
Xingqiang Zhang
Sky Success Venture Holdings Limited
Schedule
A (ADHERENCE AGREEMENT)
SHARES HELD OF RECORD
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Shares Held Record | | |
Other | |
New Member | |
Ordinary Shares | | |
ADSs | | |
Securities | |
[New Member’s Name] | |
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Country Style Cooking Restaurant Chain Co., Ltd American Depositary Shares, Each Representing Four Ordinary Shares (delisted) (NYSE:CCSC)
과거 데이터 주식 차트
부터 9월(9) 2024 으로 10월(10) 2024
Country Style Cooking Restaurant Chain Co., Ltd American Depositary Shares, Each Representing Four Ordinary Shares (delisted) (NYSE:CCSC)
과거 데이터 주식 차트
부터 10월(10) 2023 으로 10월(10) 2024