Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
2023年11月13日 - 8:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.2 – Exit Filing)*
|
Secoo Holding Limited |
(Name of Issuer) |
|
Class A ordinary shares, $0.001 par value
American Depositary Share, each two representing
one Class A ordinary share, $0.001 par value ** |
(Title of Class of Securities) |
|
81367P101*** |
(CUSIP Number) |
|
October 13, 2023 |
Date of Event Which Requires Filing of this Statement |
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
¨ Rule
13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* 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 American Depositary Shares, each two representing
one Class A ordinary share, $0.001 par value, were separately registered on a registration statement on Form F-6 (Registration No. 333-220420).
*** The CUSIP number applies to the American Depositary
Shares each two representing one Class A ordinary share, $0.0001 par value. No CUSIP has been assigned to the Class A ordinary shares.
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).
CUSIP No. 81367P101 |
Page 2 of 11 Pages |
1 |
Name of Reporting Person:
CMC Galaxy Holdings Ltd |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
12 |
TYPE OF REPORTING PERSON
CO |
|
|
|
CUSIP No. 81367P101 |
Page 3 of 11 Pages |
1 |
Name of Reporting Person:
CMC Capital Partners, L.P. |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
CUSIP No. 81367P101 |
Page 4 of 11 Pages |
1 |
Name of Reporting Person:
CMC Capital Partners GP, L.P. |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
CUSIP No. 81367P101 |
Page 5 of 11 Pages |
1 |
Name of Reporting Person:
CMC Capital Partners GP, Ltd. |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
12 |
TYPE OF REPORTING PERSON
CO |
|
|
|
CUSIP No. 81367P101 |
Page 6 of 11 Pages |
1 |
Name of Reporting Person:
LaConfiance Investments Ltd |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
Citizenship or Place of Organization
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
12 |
TYPE OF REPORTING PERSON
CO |
|
|
|
CUSIP No. 81367P101 |
Page 7 of 11 Pages |
1 |
Name of Reporting Person:
LeBonheur Holdings Ltd |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
Citizenship or Place of Organization
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
12 |
TYPE OF REPORTING PERSON
CO |
|
|
|
CUSIP No. 81367P101 |
Page 8 of 11 Pages |
1 |
Name of Reporting Person:
Brilliant Spark Holdings Limited |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
Citizenship or Place of Organization
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
12 |
TYPE OF REPORTING PERSON
CO |
|
|
|
CUSIP No. 81367P101 |
Page 9 of 11 Pages |
1 |
Name of Reporting Person:
Ruigang Li |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
Citizenship or Place of Organization
People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
12 |
TYPE OF REPORTING PERSON
IN |
|
|
|
CUSIP No. 81367P101 |
Page 10 of 11 Pages |
SCHEDULE 13G/A
This Amendment No.2 to the Schedule 13G (“Amendment
No.2”) relating to Secoo Holding Limited (the “Issuer”), is being filed on behalf of the undersigned to amend the Schedule
13G filed with the Securities and Exchange Commission on February 12, 2018, as amended on February 14, 2022 (the “Schedule 13G”).
This Amendment No.2 is the final amendment to the Schedule 13G and is an exit filing.
Item 1(a) |
Name of Issuer: Secoo Holding Limited |
|
|
Item 1(b) |
Address of Issuer’s Principal Executive
Offices:
21/F, Block D, Wantong Center, No.A 6 Chaowai
Street, Chaoyang District, Beijing 100027, People’s Republic of China |
|
|
Item 2(a) |
Name of Persons Filing:
This statement is filed on behalf of each of the
following persons (collectively, the “Reporting Persons”):
CMC Galaxy Holdings Ltd
CMC Capital Partners, L.P.
CMC Capital Partners GP, L.P.
CMC Capital Partners GP, Ltd.
LaConfiance Investments Ltd
LeBonheur Holdings Ltd
Brilliant Spark Holdings Limited
Ruigang Li |
|
|
Item 2(b) |
Address of Principal Business Office, or if None, Residence:
The principal business address of each Reporting Person is as follows:
c/o CMC Capital Partners HK Limited
Suite 302, 3/F., Cheung Kong Centre,
No. 2 Queen’s Road
Central, Hong Kong |
Item 2(c) |
Citizenship:
The citizenship of each Reporting Person is as
follows:
CMC Galaxy Holdings Ltd - Cayman Islands
CMC Capital Partners, L.P. - Cayman Islands
CMC Capital Partners GP, L.P. - Cayman Islands
CMC Capital Partners GP, Ltd. - Cayman Islands
LaConfiance Investments Ltd - British Virgin Islands
LeBonheur Holdings Ltd - British Virgin Islands
Brilliant Spark Holdings Limited - British Virgin
Islands
Ruigang Li - People’s Republic of China |
|
|
Item 2(d) |
Title of Class of Securities: Class A Ordinary Shares, $0.001 par value |
|
|
Item 2(e) |
CUSIP Number: 81367P101 (American depository shares) |
CUSIP No. 81367P101 |
Page 11 of 11 Pages |
Item 3 |
If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is:
(a).¨ Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b).¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c).¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d).¨ Investment company registered under Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
(e).¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f).¨ An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g).¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h).¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i).¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j).¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k).¨ A group, in accordance with Rule 13d-1(b)(1)(ii) (A) through (K)
|
Item 4 |
Ownership:
The information required by Items 4(a)-(c) is
set forth in Rows 5-9 and 11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such
Reporting Person. |
|
|
Item 5 |
Ownership of Five Percent or Less of the Class:
If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ☒ |
|
|
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: Not Applicable. |
|
|
Item 8 |
Identification and Classification of Members of the Group: Not Applicable. |
|
|
Item 9 |
Notice of Dissolution of Group: Not Applicable. |
|
|
Item 10 |
Certification: Not Applicable. |
CUSIP No. 81367P101
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 13, 2023
CMC GALAXY HOLDINGS LTD |
|
|
|
|
By: |
/s/ Han Gao |
|
Name: |
Han Gao |
|
Title: |
Authorized Signatory |
|
|
|
|
CMC CAPITAL PARTNERS, L.P. |
|
Acting by CMC Capital Partners GP, L.P., its general partner |
Acting by CMC Capital Partners GP, Ltd., its general partner
|
|
|
|
By: |
/s/ Ruigang Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
|
|
|
CMC CAPITAL PARTNERS GP, L.P. |
|
Acting by CMC Capital Partners GP, Ltd., its general partner
|
|
|
|
By: |
/s/ Ruigang Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
|
|
|
CMC CAPITAL PARTNERS GP, LTD. |
|
|
|
|
By: |
/s/ Ruigang Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
|
|
|
LACONFIANCE INVESTMENTS LTD |
|
|
|
|
By: |
/s/ Ruigang Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
|
|
|
LEBONHEUR HOLDINGS LTD |
|
|
|
|
By: |
/s/ Ruigang Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
|
|
|
BRILLIANT SPARK HOLDINGS
LIMITED |
|
|
|
By: |
/s/ Ruigang Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
|
|
|
RUIGANG LI |
|
|
|
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By: |
/s/ Ruigang Li |
|
Ruigang Li, Individually |
|
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|
EXHIBIT INDEX
Exhibit 99.1
CUSIP No. 81367P101
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree
to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule
or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Secoo
Holding Limited, a Cayman Islands exempted company, and further agree to the filing, furnishing, and/or incorporation by reference of
this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and
for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the
completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in
a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed
in any number of counterparts all of which taken together shall constitute one and the same instrument.
Date: November 13, 2023
CMC GALAXY HOLDINGS LTD |
|
|
|
|
By: |
/s/ Han Gao |
|
Name: |
Han Gao |
|
Title: |
Authorized Signatory |
|
|
|
|
CMC CAPITAL PARTNERS, L.P. |
|
Acting by CMC Capital Partners GP, L.P., its general partner |
|
Acting by CMC Capital Partners GP, Ltd., its general partner |
|
|
|
|
By: |
/s/ Ruigang Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
|
|
|
CMC CAPITAL PARTNERS GP, L.P. |
|
Acting by CMC Capital Partners GP, Ltd., its general partner |
|
|
|
|
By: |
/s/ Ruigang Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
|
|
|
CMC CAPITAL PARTNERS GP, LTD. |
|
|
|
|
By: |
/s/ Ruigang Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
|
|
|
LACONFIANCE INVESTMENTS LTD |
|
|
|
|
By: |
/s/ Ruigang Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
|
|
|
LEBONHEUR HOLDINGS LTD |
|
|
|
|
By: |
/s/ Ruigang Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
BRILLIANT SPARK HOLDINGS LIMITED |
|
|
|
|
By: |
/s/ Ruigang Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
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|
RUIGANG LI |
|
|
|
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By: |
/s/ Ruigang Li |
|
Ruigang Li, Individually |
|
Secoo (NASDAQ:SECO)
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Secoo (NASDAQ:SECO)
過去 株価チャート
から 7 2023 まで 7 2024