UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
AMENDMENT NO. 5
TO
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION
STATEMENT
UNDER SECTION
13(e) OF
THE SECURITIES
EXCHANGE ACT OF 1934
China Nepstar
Chain Drugstore Ltd.
(Name of the Issuer)
China Nepstar
Chain Drugstore Ltd.
Mr. Simin Zhang
China Neptunus
Drugstore Holding Ltd.
Neptunus Global
Limited
New Wave Developments
Limited
(Names of Persons
Filing Statement)
ordinary shares,
par value $0.0001 per share
American Depositary
Shares, evidenced by American Depositary Receipts, each of which represents two ordinary shares
(Title of Class of
Securities)
16943C109
1
(CUSIP Number)
China Nepstar Chain
Drugstore Ltd.
25F, Neptunus Yinhe
Keji Building
No.1, Kejizhong 3rd
Road
Nanshan District,
Shenzhen
Guangdong Province
518057
People’s Republic
of China
Tel: (86 755) 2641-4065
Mr. Simin Zhang
28F, Neptunus Yinhe
Keji Building
No.1, Kejizhong 3rd
Road
Nanshan District,
Shenzhen
Guangdong Province
518057
People’s Republic
of China
Tel: (86 755) 2641-4065
China Neptunus Drugstore
Holding Ltd.
28F, Neptunus Yinhe
Keji Building
No.1, Kejizhong 3rd
Road
Nanshan District,
Shenzhen
Guangdong Province
518057
People’s Republic
of China
Tel: (86 755) 2665-0951
Neptunus Global Limited
28F, Neptunus Yinhe
Keji Building
No.1, Kejizhong 3rd
Road
Nanshan District,
Shenzhen
Guangdong Province
518057
People’s Republic
of China
Tel: (86 755) 2665-0951
New Wave Developments
Limited
28F, Neptunus Yinhe
Keji Building
No.1, Kejizhong 3rd
Road
Nanshan District,
Shenzhen
Guangdong Province
518057
People’s Republic
of China
Tel: (86 755) 2665-0951
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
|
Stephanie
Tang, Esq.
Shearman
& Sterling
12/F,
Gloucester Tower
The
Landmark
15
Queen’s Road Central
Hong
Kong
Tel:
(852) 2978 8028
|
Denise Shiu,
Esq.
Cleary
Gottlieb Steen & Hamilton LLP
45th
Floor, Fortune Financial Center
5 Dong San Huan Zhong Lu
Chaoyang District, Beijing 100020
People’s Republic of China
Tel: (86 10) 5920 1090
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This statement is filed in connection with (check the appropriate
box):
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¨
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The
filing of solicitation materials or an information statement subject to Regulation 14A,
Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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¨
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The
filing of a registration statement under the Securities Act of 1933.
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Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
o
Check the following box if the filing is a final amendment
reporting the results of the transaction:
o
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Calculation
of Filing Fee
|
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Transactional
Valuation*
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Amount
of Filing Fee**
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$
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52,985,491.40
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$
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5,335.64
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* Calculated solely for the purpose of
determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing
fee is calculated based on the sum of the aggregate cash payment of $1.31 per share for the 40,446,940 issued and outstanding
ordinary shares of the issuer (including shares represented by American Depositary Shares) subject to the transaction (the “Transaction
Valuation”).
** The amount of the filing fee, calculated
in accordance with Exchange Act Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, and the Securities and
Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2016, issued on August 27, 2015, was calculated by multiplying the Transaction
Valuation by 0.0001007.
¨
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting
of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the
date of its filing.
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Amount Previously
Paid:
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Form or
Registration No.:
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Filing Party:
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Date Filed:
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1
This CUSIP number applies to the Issuer’s American Depositary Shares, each of which represents two ordinary
shares.
TABLE OF CONTENTS
INTRODUCTION
This Amendment No. 5 to Rule 13e-3 transaction
statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with
the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively,
the “Filing Persons”): (a) China Nepstar Chain Drugstore Ltd., an exempted company with limited liability incorporated
under the laws of the Cayman Islands (the “Company”), the issuer of the ordinary shares, par value $0.0001 per share
(each a “Share,” or collectively, the “Shares”), including the Shares represented by the American depositary
shares (each an “ADS,” or collectively, the “ADSs”), each of which represents two ordinary shares of the
Company, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) China Neptunus Drugstore Holding
Ltd., a company incorporated under the laws of the British Virgin Islands (“Parent”); (c) Neptunus Global Limited,
an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary
of Parent (“Merger Sub”); (d) Mr. Simin Zhang, chairman of the board of directors of the Company (the “Board”)
(“Mr. Zhang”); and (e) New Wave Developments Limited, a company incorporated under the laws of the British Virgin
Islands and a wholly owned subsidiary of Parent (“New Wave”). Mr. Zhang, together with Parent, Merger Sub and New
Wave, are collectively referred to in this Transaction Statement as the “Buyer Group”.
On March 16, 2016, Parent, Merger Sub and
the Company entered into an agreement and plan of merger (the “merger agreement”) providing for the merger of Merger
Sub with and into the Company (the “merger”) in accordance with Cayman Islands Companies Law (the “CICL”),
with the Company continuing as the surviving company (“surviving company”) after the merger as a wholly owned subsidiary
of Parent. Parent and Merger Sub are currently beneficially owned by Mr. Zhang. Because
the
Buyer Group beneficially owns approximately 79.5% of the total issued and outstanding Shares of the Company, both quorum and an
affirmative vote in favor of the transaction are assured with the Buyer Group’s vote.
Under the terms of the merger agreement,
if the merger is completed, at the effective time of the merger (the “Effective Time”), each Share (including Shares
represented by ADSs) issued and outstanding immediately prior to the Effective Time, other than (a) Shares (including Shares represented
by ADSs) beneficially owned by Parent, Merger Sub or their affiliates, or held by any direct or indirect wholly owned subsidiary
of the Company, and (b) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their
dissenter rights under Section 238 of the CICL (the “Dissenting Shares”) (Shares described under (a) and (b) above
are collectively referred to herein as the “Excluded Shares”) shall be cancelled in exchange for the right to receive
$1.31 in cash per Share without interest and net of any applicable withholding taxes, and for the avoidance of doubt, because
each ADS represent two ordinary shares, each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs
representing the Excluded Shares) shall be cancelled in exchange for the right to receive $2.62 in cash per ADS without interest
and net of any applicable withholding taxes (less up to $0.05 per ADS cancellation fees pursuant to the terms and conditions of
the deposit agreement, dated November 15, 2007 between the Company and JPMorgan Chase Bank, N.A. (the “ADS depositary”)
and the holders and beneficial owners from time to time of ADSs issued thereunder, as may be amended from time to time (the “Deposit
Agreement”)). The Excluded Shares other than Dissenting Shares will be cancelled and cease to exist at the Effective Time,
and no consideration or distribution shall be delivered with respect thereto. The Dissenting Shares will be cancelled and each
holder thereof will be entitled to receive only the payment of the fair value of such Dissenting Shares in accordance with the
CICL.
In order for the merger to be completed,
the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger, must
be authorized and approved by the affirmative vote of holders of Shares representing at least two-thirds of the Shares present
and voting in person or by proxy as a single class at an extraordinary general meeting of shareholders in accordance with Section
233(6) of the CICL. However, the authorization and approval of the merger agreement, the plan of merger and the transactions contemplated
by the merger agreement, including the merger, are not subject to the authorization and approval of holders of a majority of the
Company’s outstanding Shares and ADSs unaffiliated with the Buyer Group.
The Company will make available to its
shareholders a proxy statement (the “proxy statement”, a preliminary copy of which is attached as Exhibit (a)-(1)
to this Transaction Statement), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders
of the Company will consider and vote upon, among other proposals, a proposal to authorize and approve the merger agreement, the
plan of merger and the transactions contemplated by the merger agreement, including the merger. Copies of the merger agreement
and the plan of merger are attached to the proxy statement as Annex A and are incorporated herein by reference. As of the date
hereof, the proxy statement is in preliminary form and is subject to completion.
The cross-references below are being supplied
pursuant to General Instruction G to Schedule 13E-3 and show the location in the proxy statement of the information required to
be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained
in the proxy statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses
to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the proxy statement and the
annexes thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in
the proxy statement.
All information contained in this Transaction
Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person has produced any disclosure
with respect to any other Filing Person.
Item
1 Summary Term Sheet
The information set forth in
the proxy statement under the following captions is incorporated herein by reference:
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•
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“Questions and Answers about the Extraordinary
General Meeting and the Merger”
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Item
2 Subject Company Information
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(a)
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Name and Address
. The information set forth in the
proxy statement under the following caption is incorporated herein by reference:
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•
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“Summary Term Sheet—The Parties Involved
in the Merger”
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(b)
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Securities
. The information set forth in the proxy
statement under the following captions is incorporated herein by reference:
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•
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“The Extraordinary General Meeting—Record
Date; Shares and ADSs Entitled to Vote”
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•
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“The Extraordinary General Meeting—Shareholders
and ADS Holders Entitled to Vote; Voting Materials”
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•
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“Security Ownership of Certain Beneficial Owners
and Management of the Company”
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(c)
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Trading Market and Price
. The information set forth
in the proxy statement under the following caption is incorporated herein by reference:
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•
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“Market Price of the ADSs, Dividends and Other
Matters—Market Price of the ADSs”
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(d)
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Dividends
. The information set forth in the proxy
statement under the following caption is incorporated herein by reference:
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•
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“Market Price of the ADSs, Dividends and Other
Matters—Dividend Policy”
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(e)
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Prior Public Offering
. The information set forth
in the proxy statement under the following caption is incorporated herein by reference:
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•
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“Transactions in the Shares and ADSs—Prior
Public Offerings”
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(f)
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Prior Stock Purchase
. The information set forth in
the proxy statement under the following caption is incorporated herein by reference:
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•
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“Transactions in the Shares and ADSs”
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•
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“Special Factors—Related Party Transactions”
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Item
3 Identity and Background of Filing Person
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(a)
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Name and Address
. China Nepstar Chain Drugstore Ltd.
is the subject company. The information set forth in the proxy statement under the following
captions is incorporated herein by reference:
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•
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“Summary Term Sheet—The Parties Involved
in the Merger”
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•
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“Annex D—Directors and Executive Officers
of Each Filing Person”
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(b)
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Business and Background of Entities
. The information
set forth in the proxy statement under the following captions is incorporated herein
by reference:
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•
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“Summary Term Sheet—The Parties Involved
in the Merger”
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•
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“Annex D—Directors and Executive Officers
of Each Filing Person”
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(c)
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Business and Background of Natural Persons
. The information
set forth in the proxy statement under the following captions is incorporated herein
by reference:
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•
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“Summary Term Sheet—The Parties Involved
in the Merger”
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•
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“Annex D—Directors and Executive Officers
of Each Filing Person”
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Item
4 Terms of the Transaction
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(a)-(1)
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Material Terms — Tender Offers
. Not applicable.
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(a)-(2)
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Material Terms — Mergers or Similar Transactions
.
The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
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•
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“Questions and Answers about the Extraordinary
General Meeting and the Merger”
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•
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“The Extraordinary General Meeting”
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•
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“The Merger Agreement and Plan of Merger”
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•
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“Annex A—Agreement and Plan of Merger”
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(c)
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Different Terms
. The information set forth in the
proxy statement under the following captions is incorporated herein by reference:
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•
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“Summary Term Sheet—Interests of the
Company’s Executive Officers and Directors in the Merger”
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•
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“Special Factors—Interests of Certain
Persons in the Merger”
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•
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“The Extraordinary General Meeting—Proposals
to be Considered at the Extraordinary General Meeting”
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•
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“The Merger Agreement and Plan of Merger”
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•
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“Annex A—Agreement and Plan of Merger”
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(d)
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Dissenter Rights
. The information set forth in the
proxy statement under the following captions is incorporated herein by reference:
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•
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“Summary Term Sheet— Dissenter Rights”
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•
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“Questions and Answers about the Extraordinary
General Meeting and the Merger”
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•
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“Annex C—Cayman Islands Companies Law
Cap. 22 (Law 3 of 1961, as consolidated and revised) – Section 238”
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(e)
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Provisions for Unaffiliated Security Holders
. The
information set forth in the proxy statement under the following caption is incorporated
herein by reference:
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•
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“Provisions for Unaffiliated Security Holders”
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(f)
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Eligibility of Listing or Trading
. Not applicable.
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Item
5 Past Contracts, Transactions, Negotiations and Agreements
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(a)
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Transactions
. The information set forth in the proxy
statement under the following captions is incorporated herein by reference:
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•
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“Special Factors—Related Party Transactions”
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•
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“Transactions in the Shares and ADSs”
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(b)
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Significant Corporate Events
. The information set
forth in the proxy statement under the following captions is incorporated herein by reference:
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•
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“Special Factors—Background of the Merger”
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•
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“Special Factors—Reasons for the Merger
and Recommendation of the Special Committee and the Board”
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•
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“Special Factors—Buyer Group’s
Purpose of and Reasons for the Merger”
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•
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“Special Factors—Interests of Certain
Persons in the Merger”
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•
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“The Merger Agreement and Plan of Merger”
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•
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“Annex A—Agreement and Plan of Merger”
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(c)
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Negotiations or Contacts
. The information set forth
in the proxy statement under the following captions is incorporated herein by reference:
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•
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“Special
Factors—Background of the Merger”
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•
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“Special Factors—Plans for the Company
after the Merger”
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•
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“Special Factors—Interests of Certain
Persons in the Merger”
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•
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“The Merger Agreement and Plan of Merger”
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•
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“Annex A—Agreement and Plan of Merger”
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(e)
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Agreements Involving the Subject Company’s Securities
.
The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
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•
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“Summary Term Sheet—Plans for the Company
after the Merger”
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•
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“Summary Term Sheet—Financing of the
Merger”
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•
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“Special Factors—Background of the Merger”
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•
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“Special Factors—Plans for the Company
after the Merger”
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•
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“Special Factors—Financing”
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•
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“Special Factors—Interests of Certain
Persons in the Merger”
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•
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“The Merger Agreement and Plan of Merger”
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•
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“Transactions in the Shares and ADSs”
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•
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“Annex A—Agreement and Plan of Merger”
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Item
6 Purposes of the Transaction and Plans or Proposals
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(b)
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Use of Securities Acquired
. The information set forth
in the proxy statement under the following captions is incorporated herein by reference:
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•
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“Questions and Answers about the Extraordinary
General Meeting and the Merger”
|
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•
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“Special Factors—Buyer Group’s
Purpose of and Reasons for the Merger”
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•
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“Special Factors—Effect of the Merger
on the Company”
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•
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“The Merger Agreement and Plan of Merger”
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•
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“Annex A—Agreement and Plan of Merger”
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(c)(1)-(8)
Plans
. The information
set forth in the proxy statement under the following captions is incorporated herein by reference:
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•
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“Summary Term Sheet—The Merger”
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•
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“Summary Term Sheet—Purposes and Effects
of the Merger”
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•
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“Summary Term Sheet—Plans for the Company
after the Merger”
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•
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“Summary Term Sheet—Financing of the
Merger”
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•
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“Summary Term Sheet—Interests of the
Company’s Executive Officers and Directors in the Merger”
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•
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“Special Factors—Background of the Merger”
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•
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“Special Factors—Reasons for the Merger
and Recommendation of the Special Committee and the Board”
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•
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“Special Factors—Buyer Group’s
Purpose of and Reasons for the Merger”
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•
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“Special Factors—Effect of the Merger
on the Company”
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•
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“Special Factors—Plans for the Company
after the Merger”
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•
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“Special Factors—Financing”
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•
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“Special Factors—Interests of Certain
Persons in the Merger”
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•
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“The Merger Agreement and Plan of Merger”
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•
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“Annex A—Agreement and Plan of Merger”
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Item
7 Purposes, Alternatives, Reasons and Effects
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(a)
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Purposes
. The information set forth in the proxy
statement under the following captions is incorporated herein by reference:
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•
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“Summary Term Sheet—Purposes and Effects
of the Merger”
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|
•
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“Summary Term Sheet—Plans for the Company
after the Merger”
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•
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“Special Factors—Reasons for the Merger
and Recommendation of the Special Committee and the Board”
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•
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“Special Factors—Buyer Group’s
Purpose of and Reasons for the Merger”
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(b)
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Alternatives
. The information set forth in the proxy
statement under the following captions is incorporated herein by reference:
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•
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“Special Factors—Background of the Merger”
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•
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“Special Factors—Reasons for the Merger
and Recommendation of the Special Committee and the Board”
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•
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“Special Factors—Position of the Buyer
Group as to the Fairness of the Merger”
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•
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“Special Factors—Buyer Group’s
Purpose of and Reasons for the Merger”
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•
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“Special Factors—Alternatives to the
Merger”
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•
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“Special Factors—Effects on the Company
if the Merger is not Completed”
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(c)
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Reasons
. The information set forth in the proxy statement
under the following captions is incorporated herein by reference:
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•
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“Summary Term Sheet—Purposes and Effects
of the Merger”
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|
•
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“Special Factors—Background of the Merger”
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•
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“Special Factors—Reasons for the Merger
and Recommendation of the Special Committee and the Board”
|
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|
•
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“Special Factors—Position of the Buyer
Group as to the Fairness of the Merger”
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•
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“Special Factors—Buyer Group’s
Purpose of and Reasons for the Merger”
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•
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“Special Factors—Effect of the Merger
on the Company”
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(d)
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Effects
. The information set forth in the proxy statement
under the following captions is incorporated herein by reference:
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•
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“Summary Term Sheet—Purposes and Effects
of the Merger”
|
|
|
•
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“Special Factors—Background of the Merger”
|
|
|
•
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“Special Factors—Reasons for the Merger
and Recommendation of the Special Committee and the Board”
|
|
|
•
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“Special Factors—Effect of the Merger
on the Company”
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•
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“Special Factors—Plans for the Company
after the Merger”
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•
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“Special Factors—Effects on the Company
if the Merger is not Completed”
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•
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“Special Factors—Effect of the Merger
on the Company’s Net Book Value and Net Earnings”
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•
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“Special Factors—Interests of Certain
Persons in the Merger”
|
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•
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“Special Factors—Material U.S. Federal
Income Tax Consequences”
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•
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“Special Factors—Material PRC Income
Tax Consequences”
|
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|
•
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“Special Factors—Material Cayman Islands
Tax Consequences”
|
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|
•
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“The Merger Agreement and Plan of Merger”
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•
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“Annex A—Agreement and Plan of Merger”
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Item
8 Fairness of the Transaction
(a)-(b)
Fairness
;
Factors
Considered in Determining Fairness.
The information set forth in the proxy statement under the following captions incorporated
herein by reference:
|
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•
|
“Summary Term Sheet—Recommendations of
the Special Committee and the Board”
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|
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•
|
“Summary Term Sheet—Position of the Buyer
Group as to the Fairness of the Merger”
|
|
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•
|
“Summary Term Sheet—Opinion of the Special
Committee’s Financial Advisor”
|
|
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•
|
“Summary Term Sheet—Interests of the
Company’s Executive Officers and Directors in the Merger”
|
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Reasons for the Merger
and Recommendation of the Special Committee and the Board”
|
|
|
•
|
“Special Factors—Position of the Buyer
Group as to the Fairness of the Merger”
|
|
|
•
|
“Special Factors—Opinion of the Special
Committee’s Financial Advisor”
|
|
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•
|
“Special Factors—Interests of Certain
Persons in the Merger”
|
|
|
•
|
“Annex B—Opinion of Houlihan Lokey (China)
Limited as Financial Advisor”
|
|
|
(c)
|
Approval of Security Holders
. The information set
forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
•
|
“Summary Term Sheet—Shareholder Vote
Required to Authorize and Approve the Merger Agreement and Plan of Merger”
|
|
|
•
|
“Questions and Answers about the Extraordinary
General Meeting and the Merger”
|
|
|
•
|
“The Extraordinary General Meeting—Vote
Required”
|
|
|
(d)
|
Unaffiliated Representative
. The information set
forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Reasons for the Merger
and Recommendation of the Special Committee and the Board”
|
|
|
•
|
“Special Factors—Opinion of the Special
Committee’s Financial Advisor”
|
|
|
•
|
“Annex B—Opinion of Houlihan Lokey (China)
Limited as Financial Advisor”
|
|
|
(e)
|
Approval of Directors
. The information set forth
in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
•
|
“Summary Term Sheet—Recommendations of
the Special Committee and the Board”
|
|
|
•
|
“Questions and Answers about the Extraordinary
General Meeting and the Merger”
|
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Reasons for the Merger
and Recommendation of the Special Committee and the Board”
|
|
|
(f)
|
Other Offers
. The information set forth in the proxy
statement under the following captions is incorporated herein by reference:
|
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Reasons for the Merger
and Recommendation of the Special Committee and the Board”
|
Item
9 Reports, Opinions, Appraisals and Negotiations
|
|
(a)
|
Report, Opinion or Appraisal
. The information set
forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
•
|
“Summary Term Sheet—Opinion of the Special
Committee’s Financial Advisor”
|
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Opinion of the Special
Committee’s Financial Advisor”
|
|
|
•
|
“Annex B—Opinion of Houlihan Lokey (China)
Limited as Financial Advisor”
|
|
|
(b)
|
Preparer and Summary of the Report, Opinion or Appraisal
.
The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
|
|
|
•
|
“Special Factors—Opinion of the Special
Committee’s Financial Advisor”
|
|
|
•
|
“Annex B—Opinion of Houlihan Lokey (China)
Limited as Financial Advisor”
|
|
|
(c)
|
Availability of Documents
. The information set forth
in the proxy statement
under
the following caption is incorporated herein by reference:
|
|
|
•
|
“Where You Can Find More Information”
|
The reports, opinions or appraisals referenced in
this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular
business hours by any interested holder of the Shares and ADSs or his, her or its representative who has been so designated in
writing.
Item
10 Source and Amount of Funds or Other Consideration
|
|
(a)
|
Source of Funds
. The information set forth in the
proxy statement under the following captions is incorporated herein by reference:
|
|
|
•
|
“Summary Term Sheet—Financing of the
Merger”
|
|
|
•
|
“Special Factors—Financing”
|
|
|
•
|
“The Merger Agreement and Plan of Merger”
|
|
|
•
|
“Annex A—Agreement and Plan of Merger”
|
|
|
(b)
|
Conditions
. The information set forth in the proxy
statement under the following captions is incorporated herein by reference:
|
|
|
•
|
“Summary Term Sheet—Financing of the
Merger”
|
|
|
•
|
“Special Factors—Financing”
|
|
|
(c)
|
Expenses
. The information set forth in the proxy
statement under the following caption is incorporated herein by reference:
|
|
|
•
|
“Summary Term Sheet— Fees and Expenses”
|
|
|
•
|
“Special Factors—Fees and Expenses”
|
|
|
•
|
“The Merger Agreement and Plan of Merger—
Fees and Expenses”
|
|
|
(d)
|
Borrowed Funds
. The information set forth in the
proxy statement under the following caption is incorporated herein by reference:
|
|
|
•
|
“Summary Term Sheet—Financing of the
Merger”
|
|
|
•
|
“Special Factors—Financing”
|
|
|
•
|
“The Merger Agreement and Plan of Merger—Financing”
|
Item
11 Interest in Securities of the Subject Company
|
|
(a)
|
Securities Ownership
. The information set forth in
the proxy statement under the following captions is incorporated herein by reference:
|
|
|
•
|
“Summary Term Sheet—Share Ownership of
the Company Directors and Officers and Voting Commitments”
|
|
|
•
|
“Special Factors—Interests of Certain
Persons in the Merger”
|
|
|
•
|
“Security Ownership of Certain Beneficial Owners
and Management of the Company”
|
|
|
(b)
|
Securities Transaction
. The information set forth
in the proxy statement under the following caption is incorporated herein by reference:
|
|
|
•
|
“Transactions in the Shares and ADSs”
|
Item
12 The Solicitation or Recommendation
|
|
(d)
|
Intent to Tender or Vote in a Going-Private Transaction
.
The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
|
|
|
•
|
“Summary Term Sheet—Share Ownership of
the Company Directors and Officers and Voting Commitments”
|
|
|
•
|
“Questions and Answers about the Extraordinary
General Meeting and the Merger”
|
|
|
•
|
“The Extraordinary General Meeting—Vote
Required”
|
|
|
•
|
“Security Ownership of Certain Beneficial Owners
and Management of the Company”
|
|
|
(e)
|
Recommendations of Others
. The information set forth
in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
•
|
“Summary Term Sheet—Recommendations of
the Special Committee and the Board”
|
|
|
•
|
“Summary Term Sheet—Position of the Buyer
Group as to the Fairness of the Merger”
|
|
|
•
|
“Summary Term Sheet—Share Ownership of
the Company Directors and Officers and Voting Commitments”
|
|
|
•
|
“Special Factors—Reasons for the Merger
and Recommendation of the Special Committee and the Board”
|
|
|
•
|
“Special Factors—Position of the Buyer
Group as to the Fairness of the Merger”
|
|
|
•
|
“The Extraordinary General Meeting—Our
Board’s Recommendation”
|
Item
13 Financial Statements
|
|
(a)
|
Financial
Information
. The audited consolidated financial statements of the Company for the
two years ended December 31, 2014 and December 31, 2015 are incorporated herein by reference
to the Company’s Form 20-F for the year ended December 31, 2015 filed on April
26, 2016 (see page F-1 and following pages).
|
The information set forth in the proxy statement
under the following captions is incorporated herein by reference:
|
|
•
|
“Financial Information”
|
|
|
•
|
“Where You Can Find More Information”
|
|
|
(b)
|
Pro Forma Information
. Not applicable.
|
Item
14 Persons/Assets, Retained, Employed, Compensated or Used
|
|
(a)
|
Solicitation or Recommendations
. The information
set forth in the proxy statement under the following caption is incorporated herein by
reference:
|
|
|
•
|
“The Extraordinary General Meeting—Solicitation
of Proxies”
|
|
|
(b)
|
Employees and Corporate Assets
. The information set
forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
•
|
“Summary Term Sheet—The Parties Involved
in the Merger”
|
|
|
•
|
“Special Factors—Interests of Certain
Persons in the Merger”
|
|
|
•
|
“Annex D—Directors and Executive Officers
of Each Filing Person”
|
Item
15 Additional Information
|
|
(c)
|
Other Material Information
. The information contained
in the proxy statement, including all annexes thereto, is incorporated herein by reference.
|
Item
16 Exhibits
|
|
(a)-(1)
|
Preliminary
Proxy Statement of the Company dated June 22, 2016 (the “proxy statement”).
|
|
|
(a)-(2)
|
Notice
of Extraordinary General Meeting of Shareholders of the Company, incorporated herein
by reference to the proxy statement.
|
|
|
(a)-(3)
|
Form
of Proxy Card, incorporated herein by reference to Annex E to the proxy statement.
|
|
|
(a)-(4)
|
Form
of ADS Voting Instructions Card, incorporated herein by reference to Annex F to the proxy
statement.
|
|
|
(a)-(5)
|
Press
Release issued by the Company, dated March 16, 2016 incorporated herein by reference
to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on March
16, 2016.
|
|
|
(b)-(1)*
|
Debt
Commitment Letter, dated March 16, 2016, issued by Ping An Bank Co., Ltd. in favor of
Parent.
|
|
|
(c)-(1)
|
Opinion
of Houlihan Lokey (China) Limited, dated March 16, 2016, incorporated herein by reference
to Annex B to the proxy statement.
|
|
|
(c)-(2)*
|
Discussion
materials prepared by Houlihan Lokey (China) Limited for discussion with the Special
Committee, dated September 7, 2015.
|
|
|
(c)-(3)*
|
Discussion
materials prepared by Houlihan Lokey (China) Limited for discussion with the Special
Committee, dated March 16, 2016.
|
|
|
(d)-(1)
|
Agreement
and Plan of Merger, dated as of March 16, 2016, by and among the Company, Parent and
Merger Sub, incorporated herein by reference to Annex A to the proxy statement.
|
|
|
(f)-(1)
|
Dissenter
Rights, incorporated herein by reference to the section entitled “Dissenter Rights”
in the proxy statement.
|
|
|
(f)-(2)
|
Section
238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised),
incorporated herein by reference to Annex C to the proxy statement.
|
*Previously filed
SIGNATURES
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 22, 2016
|
|
China Nepstar Chain Drugstore Ltd.
|
|
|
|
|
|
By:
|
/s/
Barry J. Buttifant
|
|
|
|
|
Name: Barry J. Buttifant
|
|
|
|
|
Title: Chairman of the Special Committee
|
|
|
Simin Zhang
|
|
|
|
|
|
By:
|
/s/
Simin Zhang
|
|
|
|
China Neptunus Drugstore Holding
Ltd.
|
|
|
|
|
|
By:
|
/s/
Simin Zhang
|
|
|
|
|
Name: Simin Zhang
|
|
|
|
|
Title: Director
|
|
|
Neptunus Global Limited
|
|
|
|
|
|
By:
|
/s/
Simin Zhang
|
|
|
|
|
Name: Simin Zhang
|
|
|
|
|
Title: Director
|
|
|
|
New Wave Developments Limited
|
|
|
|
|
|
By:
|
/s/
Simin Zhang
|
|
|
|
|
Name: Simin Zhang
|
|
|
|
|
Title: Director
|
|
Exhibit
Index
|
|
(a)-(1)
|
Preliminary Proxy Statement of the Company dated June 22,
2016 (the “proxy statement”).
|
|
|
(a)-(2)
|
Notice of Extraordinary General Meeting of Shareholders
of the Company, incorporated herein by reference to the proxy statement.
|
|
|
(a)-(3)
|
Form
of Proxy Card, incorporated herein by reference to Annex E to the proxy statement.
|
|
|
(a)-(4)
|
Form of ADS
Voting Instructions Card, incorporated herein by reference to Annex F to the proxy statement.
|
|
|
(a)-(5)
|
Press
Release issued by the Company, dated March 16, 2016 incorporated herein by reference
to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on March
16, 2016.
|
|
|
(b)-(1)*
|
Debt Commitment Letter, dated March 16, 2016,
issued by Ping An Bank Co., Ltd. in favor of Parent.
|
|
|
(c)-(1)
|
Opinion of Houlihan Lokey (China) Limited, dated March
16, 2016, incorporated herein by reference to Annex B to the proxy statement.
|
|
|
(c)-(2)*
|
Discussion materials prepared by Houlihan Lokey
(China) Limited for discussion with the Special Committee, dated September 7, 2015.
|
|
|
(c)-(3)*
|
Discussion materials prepared by Houlihan Lokey
(China) Limited for discussion with the Special Committee, dated March 16, 2016.
|
|
|
(d)-(1)
|
Agreement and Plan of Merger, dated as of March 16,
2016, by and among the Company, Parent and Merger Sub, incorporated herein by reference
to Annex A to the proxy statement.
|
|
|
(f)-(1)
|
Dissenter Rights, incorporated herein by reference
to the section entitled “Dissenter Rights” in the proxy statement.
|
|
|
(f)-(2)
|
Section 238 of the Cayman Islands Companies Law Cap.
22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to
Annex C to the proxy statement.
|
*Previously filed
China Nepstar Chain Drugstore Ltd American Depositary Shares (delisted) (NYSE:NPD)
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China Nepstar Chain Drugstore Ltd American Depositary Shares (delisted) (NYSE:NPD)
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