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 CUSIP applies to the Issuer’s American
Depositary Shares, each representing three ordinary shares.
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, as amended (the “
Exchange
Act
”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however,
see
the
Notes
).
CUSIP No. 81783J 101
|
13D/A
|
Page 2 of 23
|
1
|
NAME OF REPORTING PERSON
Boquan He
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
AF, BK, OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 3 of 23
|
1
|
NAME OF REPORTING PERSON
Prototal Enterprises Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
AF, BK, OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 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
-0-
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 4 of 23
|
1
|
NAME OF REPORTING PERSON
Nanyan Zheng
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
AF, BK, OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 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
-0-
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 5 of 23
|
1
|
NAME OF REPORTING PERSON
Audrey & Aaron Holdings Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
AF, BK, OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 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
-0-
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 6 of 23
|
1
|
NAME OF REPORTING PERSON
Fortune News International Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
] (b)
¨
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
AF, BK, OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 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
-0-
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 7 of 23
|
1.
|
NAME OF REPORTING PERSON:
Actis LLP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
8.
|
SHARED VOTING POWER
-0-
|
9.
|
SOLE DISPOSITIVE POWER
-0-
|
10.
|
SHARED DISPOSITIVE POWER
-0-
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
%
|
14.
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 8 of 23
|
1.
|
NAME OF REPORTING PERSON:
Actis Co-Investment Plan Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
8.
|
SHARED VOTING POWER
-0-
|
9.
|
SOLE DISPOSITIVE POWER
-0-
|
10.
|
SHARED DISPOSITIVE POWER
-0-
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 9 of 23
|
1.
|
NAME OF REPORTING PERSON:
Actis Emerging Markets 3 LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
8.
|
SHARED VOTING POWER
-0-
|
9.
|
SOLE DISPOSITIVE POWER
-0-
|
10.
|
SHARED DISPOSITIVE POWER
-0-
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14.
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 10 of 23
|
1.
|
NAME OF REPORTING PERSON:
Actis Emerging Markets 3 “A” LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
8.
|
SHARED VOTING POWER
-0-
|
9.
|
SOLE DISPOSITIVE POWER
-0-
|
10.
|
SHARED DISPOSITIVE POWER
-0-
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
%
|
14.
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 11 of 23
|
1.
|
NAME OF REPORTING PERSON:
Actis Emerging Markets 3 “
C
”
LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
8.
|
SHARED VOTING POWER
-0-
|
9.
|
SOLE DISPOSITIVE POWER
-0-
|
10.
|
SHARED DISPOSITIVE POWER
-0-
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
%
|
14.
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 12 of 23
|
1.
|
NAME OF REPORTING PERSON:
Actis China 3 “S” LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
8.
|
SHARED VOTING POWER
-0-
|
9.
|
SOLE DISPOSITIVE POWER
-0-
|
10.
|
SHARED DISPOSITIVE POWER
-0-
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14.
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 13 of 23
|
1.
|
NAME OF REPORTING PERSON:
Actis China 3 “A” LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
8.
|
SHARED VOTING POWER
-0-
|
9.
|
SOLE DISPOSITIVE POWER
-0-
|
10.
|
SHARED DISPOSITIVE POWER
-0-
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
%
|
14.
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 14 of 23
|
1.
|
NAME OF REPORTING PERSON:
Actis China 3 LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
8.
|
SHARED VOTING POWER
-0-
|
9.
|
SOLE DISPOSITIVE POWER
-0-
|
10.
|
SHARED DISPOSITIVE POWER
-0-
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14.
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 15 of 23
|
1.
|
NAME OF REPORTING PERSON:
Actis China Fund 2, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
8.
|
SHARED VOTING POWER
-0-
|
9.
|
SOLE DISPOSITIVE POWER
-0-
|
10.
|
SHARED DISPOSITIVE POWER
-0-
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14.
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 16 of 23
|
1.
|
NAME OF REPORTING PERSON:
Actis Executive Co-Investment Plan, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
8.
|
SHARED VOTING POWER
-0-
|
9.
|
SOLE DISPOSITIVE POWER
-0-
|
10.
|
SHARED DISPOSITIVE POWER
-0-
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14.
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 17 of 23
|
1.
|
NAME OF REPORTING PERSON:
Actis Fund 3 Co-Investment Pool, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
8.
|
SHARED VOTING POWER
-0-
|
9.
|
SOLE DISPOSITIVE POWER
-0-
|
10.
|
SHARED DISPOSITIVE POWER
-0-
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14.
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 18 of 23
|
1.
|
NAME OF REPORTING PERSON:
Happy Travel Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
8.
|
SHARED VOTING POWER
-0-
|
9.
|
SOLE DISPOSITIVE POWER
-0-
|
10.
|
SHARED DISPOSITIVE POWER
-0-
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
CUSIP No. 81783J 101
|
13D/A
|
Page 19 of 23
|
This amendment No. 1 to Schedule 13D
(this “
Amendment No. 1
”) is being filed jointly by Mr. Boquan He (“
Mr. He
”), Prototal
Enterprises Limited (together with Mr. He, the “
Founder A Parties
”), Mr. Nanyan Zheng, Audrey & Aaron
Holdings Limited (“
Audrey & Aaron Holdings
”) and Fortune News International Limited (together with Mr.
Nanyan Zheng and Audrey & Aaron Holdings, the “
Founder B Parties
”), Actis LLP
(“
Actis
”), Actis Co-Investment Plan Limited (“
Actis Co-Investment
”), Actis Emerging
Markets 3 LP (“
Actis Emerging Markets 3
”), Actis Emerging Markets 3 “A” LP (“
Actis
Emerging Markets 3A
”), Actis Emerging Markets 3 “C” LP (“
Actis Emerging Markets
3C
”), Actis China 3 “S” LP (“
Actis China 3S
”), Actis China 3 “A” LP
(“
Actis China 3A
”), Actis China 3 LP (“
Actis China 3
”), Actis China Fund 2, L.P.
(“
Actis China Fund
”), Actis Executive Co-Investment Plan, L.P. (“
Actis
Executive
”), Actis Fund 3 Co-Investment Pool, L.P. (“
Actis Fund 3
”) and Happy Travel Limited
(“
Happy Travel
”) (Actis, Actis Co-Investment, Actis Emerging Markets 3, Actis Emerging Markets 3A, Actis
Emerging Markets 3C, Actis China 3S, Actis China 3A, Actis China 3, Actis China Fund, Actis Executive, Actis Fund 3 and Happy
Travel are collectively, the “
Actis Parties
”, and together with the Founder A Parties and the Founder B
Parties, the “
Reporting Persons
”)
This Amendment No. 1 amends and supplements
the statement on Schedule 13D filed jointly by the Reporting Persons with the Securities and Exchange Commission (the “
SEC
”)
on March 4, 2013 (the “
Original Schedule 13D
”), with respect to the ordinary shares, par value $0.125 per share
(“
Ordinary Shares
”), including Ordinary Shares represented by American Depositary Shares (“
ADSs
,”
each ADS representing three Ordinary Shares), of 7 Days Group Holdings Limited (the “
Issuer
”).
Item 4. Purpose of Transaction
Item 4 of the Original
Schedule 13D is hereby amended and supplemented as follows:
On June
26, 2013 at 10:00 a.m. (Hong Kong time), an extraordinary general meeting of shareholders of the Issuer (“
EGM
”)
was held at 31st Floor, AIA Central, Connaught Road Central, Hong Kong. At the EGM, the Issuer’s shareholders voted to approve
the agreement and plan of merger, dated as of February 28, 2013, by and among (i) the Issuer, (ii) Keystone Lodging Holdings Limited
(“
Holdco
”) (which is the party thereto solely for the limited purposes of Sections 2.02(c) and 2.02(e) thereof),
an exempted company with limited liability incorporated under the laws of the Cayman Islands and the sole shareholder of Parent
(as defined below), (iii) Keystone Lodging Company Limited (“
Parent
”), an exempted company with limited liability
incorporated under the laws of the Cayman Islands, and (iv) Keystone Lodging Acquisition Limited (“
Merger Sub
”),
an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of
Parent (the “
Merger Agreement
”), subject to the conditions set forth in the Merger Agreement and pursuant to
which Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned
subsidiary of Parent (the “
Merger
”).
On
July 5, 2013, the Issuer filed with the Cayman Islands Registrar of Companies the plan of merger, which was registered by the Cayman Islands Registrar of Companies on the same date, pursuant to
which the Merger became effective. As a result of the Merger, the Issuer ceased to be a publicly traded
company and became wholly beneficially owned by the Reporting Persons and certain other parties.
At the
effective time of the Merger, each Ordinary Share issued and outstanding immediately prior to the effective time of the Merger
was cancelled in exchange for the right to receive $4.60 and each ADS was cancelled in exchange for the right to receive $13.80
(with the $0.05 per ADS cancellation fee payable by the surviving corporation pursuant to the Merger Agreement), in each case,
in cash, without interest and net of any applicable withholding taxes, except for (i) certain Ordinary Shares beneficially owned
by the Reporting Persons and certain other existing shareholders who have rolled over some or all of their stake in the Issuer,
(ii) Ordinary Shares (including Ordinary Shares represented by ADSs) beneficially owned by the Issuer and (iii) Ordinary Shares
reserved for issuance and allocation pursuant to the Issuer’s share incentive plan (collectively, the "
Excluded
Shares
").
At the
effective time of the Merger, (i) each vested option to purchase Ordinary Shares and (ii) each unvested option to purchase Ordinary
Shares that will vest within one year after the effective time, in each case, granted pursuant to the Company’s 2007 Employee
Share Incentive Plan (and all amendments and modifications thereto) was cancelled and converted into the right to receive from
the surviving corporation or one of its subsidiaries, as soon as practicable (and in any event no more than five business days)
after the effective time, a cash amount equal to the product of (i) the amount by which $4.60 exceeds the exercise price per
Ordinary Share of such option and (ii) the number of Ordinary Shares underlying such option, without interest and net of any applicable
withholding taxes. If the exercise price per Ordinary Share of any such option was equal to or greater than $4.60, such option
was cancelled without any payment therefor. Each unvested option to purchase Ordinary Shares that will not vest within one year
after the effective time granted pursuant to the Company’s 2007 Employee Share Incentive Plan (and all amendments and modifications
thereto) was cancelled and, as soon as practicable (and in any event no more than five business days) after the effective time,
converted into an option to purchase the same number of ordinary shares of Holdco as the number of Ordinary Shares underlying such
option with the same vesting schedule, exercise price and other key terms as those of such option. Within one month after the vesting
of such option, the holder of such option may elect to receive a cash settlement as soon as practicable, without interest and net
of any applicable withholding taxes, from Holdco, or at the direction of Holdco, any affiliate of Holdco, in an amount equal to
the product of (i) the amount by which $4.60 exceeds the exercise price per Ordinary Share of such option and (ii) the number
of ordinary shares of Holdco underlying such option.
CUSIP No. 81783J 101
|
13D/A
|
Page 20 of 23
|
As a result
of the Merger, the ADSs of the Issuer will no longer be listed on the New
York Stock Exchange. In addition, 90 days after the filing of Form 25 in connection with the transaction, or such shorter period
as may be determined by the SEC, the registration of the ADSs of the Issuer and the Ordinary Shares underlying them and the reporting
obligations of the Issuer under the Exchange Act will be terminated.
Item 5. Interest in Securities of the Issuer
( a) – (b)
|
|
As of the date of this Amendment No. 1, the
Reporting Persons do not beneficially own any Ordinary Shares or have any voting power or dispositive power over any Ordinary
Shares.
|
|
|
(c)
|
|
Except for the transactions described in Item 4, none of the Reporting Persons has effected any transactions in the Ordinary Shares during the past 60 days.
|
|
|
(d) – (e)
|
|
Not applicable.
|
CUSIP No. 81783J 101
|
13D/A
|
Page 21 of 23
|
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 5, 2013
|
By:
|
/s/Boquan He
|
|
Name:
|
Boquan He
|
|
|
|
PROTOTAL ENTERPRISES LIMITED
|
|
|
|
|
By:
|
/s/Boquan He
|
|
Name:
|
Boquan He
|
|
Title:
|
Director
|
|
|
|
|
By:
|
/s/Nanyan Zheng
|
|
Name:
|
Nanyan Zheng
|
|
|
|
AUDREY & AARON HOLDINGS LIMITED
|
|
|
|
|
By:
|
/s/Nanyan Zheng
|
|
Name:
|
Nanyan Zheng
|
|
Title:
|
Director
|
|
|
|
FORTUNE NEWS INTERNATIONAL LIMITED
|
|
|
|
|
By:
|
/s/Nanyan Zheng
|
|
Name:
|
Nanyan Zheng
|
|
Title:
|
Director
|
|
|
|
HAPPY TRAVEL LIMITED
|
|
|
|
|
By:
|
/s/R S K Hazareesing
|
|
Name:
|
R S K Hazareesing
|
|
Title:
|
Director
|
|
|
|
ACTIS LLP
|
|
|
|
|
By:
|
/s/Paul Owers
|
|
Name:
|
Paul Owers
|
|
Title:
|
Partner/Authorized Signatory
|
|
|
|
ACTIS CO-INVESTMENT PLAN LIMITED
|
|
|
|
|
By:
|
/s/Barry McClay
|
|
Name:
|
Barry McClay
|
|
Title:
|
Director
|
|
|
|
[Signature Page to Schedule 13D/A]
CUSIP No. 81783J 101
|
13D/A
|
Page 22 of 23
|
|
ACTIS EMERGING MARKETS 3 LP
|
|
|
|
|
By:
|
/s/Paul Owers
|
|
Name:
|
Paul Owers
|
|
Title:
|
Partner of Actis LLP and on behalf of Actis LLP, in its capacity as manager
|
|
|
|
|
ACTIS EMERGING MARKETS 3 “A” LP
|
|
|
|
|
By:
|
/s/Paul Owers
|
|
Name:
|
Paul Owers
|
|
Title:
|
Partner of Actis LLP and on behalf of Actis LLP, in its capacity as manager
|
|
|
|
|
ACTIS EMERGING MARKETS 3 “C” LP
|
|
|
|
|
By:
|
/s/Paul Owers
|
|
Name:
|
Paul Owers
|
|
Title:
|
Partner of Actis LLP and on behalf of Actis LLP, in its capacity as manager
|
|
|
|
|
ACTIS CHINA 3 “S” LP
|
|
|
|
|
By:
|
/s/Paul Owers
|
|
Name:
|
Paul Owers
|
|
Title:
|
Partner of Actis LLP and on behalf of Actis LLP, in its capacity as manager
|
|
|
|
|
ACTIS CHINA 3 “A” LP
|
|
|
|
|
By:
|
/s/Paul Owers
|
|
Name:
|
Paul Owers
|
|
Title:
|
Partner of Actis LLP and on behalf of Actis LLP, in its capacity as manager
|
|
|
|
|
ACTIS CHINA 3 LP
|
|
|
|
|
By:
|
/s/Paul Owers
|
|
Name:
|
Paul Owers
|
|
Title:
|
Partner of Actis LLP and on behalf of Actis LLP, in its capacity as manager
|
[Signature Page to Schedule
13D/A]
CUSIP No. 81783J 101
|
13D/A
|
Page 23 of 23
|
|
|
|
|
ACTIS CHINA FUND 2, L.P.
|
|
|
|
|
By:
|
/s/Paul Owers
|
|
Name:
|
Paul Owers
|
|
Title:
|
Partner of Actis LLP and on behalf of Actis LLP, in its capacity as manager
|
|
|
|
|
ACTIS EXECUTIVE CO-INVESTMENT PLAN, L.P.
|
|
|
|
|
By:
|
/s/Barry McClay
|
|
Name:
|
Barry McClay
|
|
Title:
|
Director of Actis Co-Investment Plan Limited and on behalf of Actis Co-Investment Plan Limited, in its capacity as General Partner
|
|
|
|
|
ACTIS FUND 3 CO-INVESTMENT POOL, L.P.
|
|
|
|
|
By:
|
/s/Barry McClay
|
|
Name:
|
Barry McClay
|
|
Title:
|
Director of Actis Co-Investment Plan Limited and on behalf of Actis Co-Investment Plan Limited, in its capacity as General Partner
|
[Signature Page to Schedule 13D/A]