UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under the Securities Exchange Act of 1934* |
(Amendment No. 3) |
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Country Style Cooking |
Restaurant Chain Co., Ltd. |
(Name of Issuer) |
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Ordinary Shares |
(Title of Class of Securities) |
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22238M109 |
(CUSIP Number) |
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December 31, 2014 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
* 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 the disclosures provided in a prior cover page.
The information required in 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).
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1 | | NAMES OF REPORTING PERSONS Regal Fair Holdings Limited |
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2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) o |
| (b) o |
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3 | | SEC USE ONLY |
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4 | | CITIZENSHIP OR PLACE OF ORGANIZATION |
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| British Virgin Islands |
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| 5 | | SOLE VOTING POWER |
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| | 44,522,148 ordinary shares. See Item 4. |
NUMBER OF | | | |
SHARES | 6 | | SHARED VOTING POWER |
BENEFICIALLY | | |
OWNED BY | | 0 |
EACH | | | |
REPORTING | 7 | | SOLE DISPOSITIVE POWER |
PERSON | | |
WITH: | | 44,522,148 ordinary shares. See Item 4. |
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| 8 | | SHARED DISPOSITIVE POWER |
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| | 0 |
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9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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| 44,522,148 ordinary shares |
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10 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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| o |
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11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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| 41.2% |
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12 | | TYPE OF REPORTING PERSON |
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| CO |
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1 | | NAMES OF REPORTING PERSONS Li Hong |
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2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) o |
| (b) o |
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3 | | SEC USE ONLY |
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4 | | CITIZENSHIP OR PLACE OF ORGANIZATION |
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| People’s Republic of China |
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| 5 | | SOLE VOTING POWER |
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| | 52,000 ordinary shares. See Item 4. |
NUMBER OF | | | |
SHARES | 6 | | SHARED VOTING POWER |
BENEFICIALLY | | |
OWNED BY | | 44,574,148 ordinary shares. See Item 4. |
EACH | | | |
REPORTING | 7 | | SOLE DISPOSITIVE POWER |
PERSON | | |
WITH: | | 52,000 ordinary shares. See Item 4. |
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| 8 | | SHARED DISPOSITIVE POWER |
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| | 44,574,148 ordinary shares. See Item 4. |
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9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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| 44,630,148 ordinary shares. See Item 4. |
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10 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| |
| o |
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11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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| 41.3 % |
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12 | | TYPE OF REPORTING PERSON |
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| IN |
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1 | | NAMES OF REPORTING PERSONS Zhang Xingqiang |
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2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) o |
| (b) o |
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3 | | SEC USE ONLY |
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4 | | CITIZENSHIP OR PLACE OF ORGANIZATION |
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| People’s Republic of China |
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| 5 | | SOLE VOTING POWER |
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| | 56,000 ordinary shares. See Item 4. |
NUMBER OF | | | |
SHARES | 6 | | SHARED VOTING POWER |
BENEFICIALLY | | |
OWNED BY | | 44,578,148 ordinary shares. See Item 4. |
EACH | | | |
REPORTING | 7 | | SOLE DISPOSITIVE POWER |
PERSON | | |
WITH: | | 56,000 ordinary shares. See Item 4. |
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| 8 | | SHARED DISPOSITIVE POWER |
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| | 44,578,148 ordinary shares. See Item 4. |
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9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
| 44,630,148 ordinary shares. See Item 4. |
| | |
10 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| |
| o |
| | |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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| 41.3 % |
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12 | | TYPE OF REPORTING PERSON |
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| IN |
| ITEM 1(a). | NAME OF ISSUER: |
Country Style Cooking Restaurant Chain Co., Ltd. (the “Issuer”)
| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
No.19, Yushan South Road, Yubei District, Chongqing
People’s Republic of China
| ITEM 2(a). | NAME OF PERSON FILING: |
Regal Fair Holdings Limited (the “Record Holder”)
Li Hong
Zhang Xingqiang
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
Regal Fair Holdings Limited
P.O. Box 916, Woodbourne Hall
Road Town, Tortola
British Virgin Islands
Li Hong
No.19, Yushan South Road,
Yubei District, Chongqing,
People’s Republic of China.
Zhang Xingqiang
No.19, Yushan South Road,
Yubei District, Chongqing,
People’s Republic of China.
The place of organization of the Record Holder is British Virgin Islands. Li Hong and Zhang Xingqiang are both PRC citizens.
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: |
Ordinary Shares
22238M109
The following information with respect to the ownership of the ordinary shares of the Issuer by each of the reporting persons is provided as of December 31, 2014:
Reporting Person | | Amount beneficially owned | | Percent of class | | Sole power to vote or direct the vote | | Shared power to vote or to direct the vote | | Sole power to dispose or to direct the disposition of | | Shared power to dispose or to direct the disposition of |
Regal Fair Holdings Limited | | 44,522,148 | | 41.2 % | | 44,522,148 | | 0 | | 44,522,148 | | 0 |
Li Hong | | 44,630,148 | | 41.3 % | | 52,000(1) | | 44,574,148 | | 52,000(1) | | 44,574,148 |
Zhang Xingqiang | | 44,630,148 | | 41.3 % | | 56,000(2) | | 44,578,148 | | 56,000(2) | | 44,578,148 |
___________________________________________________
(1)Represents 52,000 restricted shares held by Ms. Li Hong.
(2)Represents 56,000 restricted shares held by Mr. Zhang Xingqiang.
Regal Fair Holdings Limited is the record holder of 44,522,148 ordinary shares of the Issuer. Regal Fair Holdings Limited is 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 Holdings Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Ms. Li and Mr. Zhang may be deemed to beneficially own all of the ordinary shares of the Issuer held by the Record Holder.
Ms. Li and Mr. Zhang are wife and husband, and as such, each of them may be deemed to beneficially own ordinary shares of the Issuer held by the other person pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not applicable
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
Not applicable
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not applicable
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable
Not applicable
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: February 12, 2015
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Li Hong | By: /s/ Li Hong | |
| Name: Li Hong | |
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: February 12, 2015
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Zhang Xingqiang | By: /s/ Zhang Xingqiang | |
| Name: Zhang Xingqiang | |
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: February 12, 2015
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Regal Fair Holdings Limited | By: | /s/ Li Hong | |
| | Name: | Li Hong | |
| | Title: | Director | |
LIST OF EXHIBITS
Exhibit No. | | Description |
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| *99.1 | | | Joint Filing Agreement, dated February 14, 2011, by and among Li Hong, Zhang Xingqiang and Regal Fair Holdings Limited |
*previously filed