UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. )*
MECOX LANE LIMITED
(Name of Issuer)
Ordinary shares, par value US$0.0001
per share
(Title of Class of Securities)
58403M201**
(CUSIP Number)
Fang Xue
Gibson, Dunn & Crutcher LLP
Unit 1301, Tower 1, China Central Place, No. 81 Jianguo Road
Beijing, 100025
Tel +86 10 6502 8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 26, 2015
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
** The CUSIP number applies to American Depositary Shares, each
representing thirty-five Ordinary Shares of the Issuer, par value US$0.0001 per share.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 58403M201 |
|
1. |
Names of Reporting Persons.
ChinaEquity USD Fortune Co., Ltd. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
OO |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
Number of
Shares |
6. |
Citizenship or Place of Organization
British Virgin Islands |
Beneficially Owned by
Each |
7. |
Sole Voting Power |
Reporting
Person With: |
8. |
Shared Voting Power
36,464,575 Ordinary Shares1 |
|
9. |
Sole Dispositive Power |
|
10. |
Shared Dispositive Power
36,464,575 Ordinary Shares |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,464,575 Ordinary Shares2 |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
8.01%3 |
|
14. |
Type of Reporting Person (See Instructions)
CO |
| 1 | Includes 1,041,845 ADSs (representing 36,464,575 Ordinary Shares), held directly by ChinaEquity
USD Fortune Co., Ltd. |
| 2 | The Reporting Person could be deemed to be part of a “group” (as discussed in Item
2) with certain other beneficial owners of the Issuer’s Ordinary Shares (not included in this Statement (as defined below)).
Any beneficial ownership of such other owners’ Ordinary Shares is expressly disclaimed. See Items 2 and 5. |
| 3 | Percentage calculated based on 455,227,428 ordinary shares outstanding as of March 31, 2015, as
disclosed in the Issuer’s Form 20-F (as defined below). |
CUSIP No. 58403M201 |
|
1. |
Names of Reporting Persons.
ChinaEquity USD Fund I L.P. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
OO |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
Number of
Shares |
6. |
Citizenship or Place of Organization
Cayman Islands |
Beneficially Owned by
Each |
7. |
Sole Voting Power |
Reporting
Person With: |
8. |
Shared Voting Power
36,464,575 Ordinary Shares4 |
|
9. |
Sole Dispositive Power |
|
10. |
Shared Dispositive Power
36,464,575 Ordinary Shares |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,464,575 Ordinary Shares5 |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
8.01%6 |
|
14. |
Type of Reporting Person (See Instructions)
PN |
| 4 | Includes 1,041,845 ADSs (representing 36,464,575 Ordinary Shares), held through ChinaEquity USD
Fortune Co., Ltd. |
| 5 | The Reporting Person could be deemed to be part of a “group” (as discussed in Item
2) with certain other beneficial owners of the Issuer’s ordinary shares (not included in this Statement (as defined below)).
Any beneficial ownership of such other owners’ ordinary shares is expressly disclaimed. See Items 2 and 5. |
| 6 | Percentage calculated based on 455,227,428 ordinary shares outstanding as of March 31, 2015, as
disclosed in the Issuer’s Form 20-F (as defined below). |
CUSIP No. 58403M201 |
|
1. |
Names of Reporting Persons.
ChinaEquity USD Investment GP L.P. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
OO |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
Number of
Shares |
6. |
Citizenship or Place of Organization
Cayman Islands |
Beneficially Owned by
Each |
7. |
Sole Voting Power |
Reporting
Person With: |
8. |
Shared Voting Power
36,464,575 Ordinary Shares7 |
|
9. |
Sole Dispositive Power |
|
10. |
Shared Dispositive Power
36,464,575 Ordinary Shares |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,464,575 Ordinary Shares8 |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
8.01%9 |
|
14. |
Type of Reporting Person (See Instructions)
PN |
| 7 | By virtue of being the general partner of ChinaEquity USD Fund I L.P. or the persons controlling
such general partner, each of ChinaEquity USD Investment GP L.P., ChinaEquity USD Investment Management Co., ChinaEquity Global
Holding Co., Ltd. and Mr. Chaoyong Wang may be deemed to have shared voting and dispositive power with respect to these securities. |
| 8 | The Reporting Person could be deemed to be part of a “group” (as discussed in
Item 2) with certain other beneficial owners of the Issuer’s ordinary shares (not included in this Statement (as
defined below)). Any beneficial ownership of such other owners’ ordinary shares is expressly disclaimed. See Items
2 and 5. |
| 9 | Percentage calculated based on 455,227,428 ordinary shares outstanding as of March 31, 2015, as
disclosed in the Issuer’s Form 20-F (as defined below). |
CUSIP No. 58403M201 |
|
1. |
Names of Reporting Persons.
ChinaEquity USD Investment Management Co. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
OO |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
Number of
Shares |
6. |
Citizenship or Place of Organization
Cayman Islands |
Beneficially Owned by
Each |
7. |
Sole Voting Power |
Reporting
Person With: |
8. |
Shared Voting Power
36,464,575 Ordinary Shares10 |
|
9. |
Sole Dispositive Power |
|
10. |
Shared Dispositive Power
36,464,575 Ordinary Shares |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,464,575 Ordinary Shares11 |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
8.01%12 |
|
14. |
Type of Reporting Person (See Instructions)
CO |
| 10 | By virtue of being the general partner of ChinaEquity USD Fund I L.P. or the persons controlling
such general partner, each of ChinaEquity USD Investment GP L.P., ChinaEquity USD Investment Management Co., ChinaEquity Global
Holding Co., Ltd. and Mr. Chaoyong Wang may be deemed to have shared voting and dispositive power with respect to these securities. |
| 11 | The Reporting Person could be deemed to be part of a “group” (as discussed in Item
2) with certain other beneficial owners of the Issuer’s ordinary shares (not included in this Statement (as defined below)).
Any beneficial ownership of such other owners’ ordinary shares is expressly disclaimed. See Items 2 and 5. |
| 12 | Percentage calculated based on 455,227,428 ordinary shares outstanding as of March 31, 2015, as
disclosed in the Issuer’s Form 20-F (as defined below). |
CUSIP No. 58403M201 |
|
1. |
Names of Reporting Persons.
ChinaEquity Global Holding Co., Ltd. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
OO |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
Number of
Shares |
6. |
Citizenship or Place of Organization
British Virgin Islands |
Beneficially Owned by
Each |
7. |
Sole Voting Power |
Reporting
Person With: |
8. |
Shared Voting Power
36,464,575 Ordinary Shares13 |
|
9. |
Sole Dispositive Power |
|
10. |
Shared Dispositive Power
36,464,575 Ordinary Shares |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,464,575 Ordinary Shares14 |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
8.01%15 |
|
14. |
Type of Reporting Person (See Instructions)
CO |
| 13 | By virtue of being the general partner of ChinaEquity USD Fund I L.P. or the persons controlling
such general partner, each of ChinaEquity USD Investment GP L.P., ChinaEquity USD Investment Management Co., ChinaEquity Global
Holding Co., Ltd. and Mr. Chaoyong Wang may be deemed to have shared voting and dispositive power with respect to these securities. |
| 14 | The Reporting Person could be deemed to be part of a “group” (as discussed in Item
2) with certain other beneficial owners of the Issuer’s ordinary shares (not included in this Statement (as defined below)).
Any beneficial ownership of such other owners’ ordinary shares is expressly disclaimed. See Items 2 and 5. |
| 15 | Percentage calculated based on 455,227,428 ordinary shares outstanding as of March 31, 2015, as
disclosed in the Issuer’s Form 20-F (as defined below) |
CUSIP No. 58403M201 |
|
1. |
Names of Reporting Persons.
Chaoyong Wang |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
OO |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
Number of
Shares |
6. |
Citizenship or Place of Organization
People’s Republic of China |
Beneficially Owned by
Each |
7. |
Sole Voting Power |
Reporting
Person With: |
8. |
Shared Voting Power
36,464,575 Ordinary Shares16 |
|
9. |
Sole Dispositive Power |
|
10. |
Shared Dispositive Power
36,464,575 Ordinary Shares |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,464,575 Ordinary Shares17 |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
8.01%18 |
|
14. |
Type of Reporting Person (See Instructions)
IN |
| 16 | By virtue of being the general partner of ChinaEquity USD Fund I L.P. or the persons controlling
such general partner, each of ChinaEquity USD Investment GP L.P., ChinaEquity USD Investment Management Co., ChinaEquity Global
Holding Co., Ltd. and Mr. Chaoyong Wang may be deemed to have shared voting and dispositive power with respect to these securities. |
| 17 | The Reporting Person could be deemed to be part of a “group” (as discussed in Item
2) with certain other beneficial owners of the Issuer’s ordinary shares (not included in this Statement (as defined below)).
Any beneficial ownership of such other owners’ ordinary shares is expressly disclaimed. See Items 2 and 5. |
| 18 | Percentage calculated based on 455,227,428 ordinary shares outstanding as of March 31, 2015, as
disclosed in the Issuer’s Form 20-F (as defined below) |
CUSIP No. 58403M201 |
|
1. |
Names of Reporting Persons.
Xu Wang |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
OO |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
Number of
Shares |
6. |
Citizenship or Place of Organization
People’s Republic of China |
Beneficially Owned by
Each |
7. |
Sole Voting Power |
Reporting
Person With: |
8. |
Shared Voting Power
36,464,575 Ordinary Shares19 |
|
9. |
Sole Dispositive Power |
|
10. |
Shared Dispositive Power
36,464,575 Ordinary Shares |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,464,575 Ordinary Shares20 |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
8.01%21 |
|
14. |
Type of Reporting Person (See Instructions)
IN |
| 19 | By virtue of being the sole shareholder and sole director of ChinaEquity Global Holding Co., Ltd.,
Mr Xu Wang may be deemed to have shared voting and dispositive power with respect to these securities. |
| 20 | The Reporting Person could be deemed to be part of a “group” (as discussed in Item
2) with certain other beneficial owners of the Issuer’s Ordinary Shares (not included in this Statement (as defined below)).
Any beneficial ownership of such other owners’ Ordinary Shares is expressly disclaimed. See Items 2 and 5. |
| 21 | Percentage calculated based on 455,227,428 ordinary shares outstanding as of March 31, 2015, as
disclosed in the Issuer’s Form 20-F (as defined below). |
This Schedule 13D (the “Statement”)
represents the initial statement on Schedule 13D jointly filed by (1) ChinaEquity USD Fortune Co., Ltd. (“ChinaEquity Holdco”),
(2) ChinaEquity USD Fund I L.P., (3) ChinaEquity USD Investment GP L.P., (4) ChinaEquity USD Investment Management Co., (5) ChinaEquity
Global Holding Co., Ltd. ((1) through (5), collectively, the “ChinaEquity Reporting Persons”), (6) Mr. Chaoyong Wang,
and (7) Mr. Xu Wang (collectively with the ChinaEquity Reporting Persons and Mr. Chaoyong Wang, the “Reporting Persons”).
The Reporting Persons previously reported their beneficial ownership of the Issuer’s securities on Schedule 13G.
Item 1. Security and Issuer
This Statement relates to the ordinary Shares,
par value $0.0001 per share (the “Ordinary Shares”) of Mecox Lane Limited, a Cayman Islands corporation (the “Issuer”).
The address of the Issuer is 22nd Floor, Gems Tower, Building 20, No. 487, Tianlin Road, Shanghai 200233, People’s Republic
of China.
American depositary shares of the Issuer
(the “ADSs”), each representing thirty-five Ordinary Shares, are listed on the NASDAQ Global Select Market.
Item 2. Identity and Background.
(a) – (c) and (f) This Statement
is filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the
“Commission”) under Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”).
ChinaEquity Holdco, a company organized
under the laws of British Virgin Islands, is the record shareholder of the securities subject to this filing.
ChinaEquity USD Fund I L.P., a limited partnership
organized under the laws of Cayman Islands, is the sole shareholder of ChinaEquity Holdco.
ChinaEquity USD Investment GP L.P., a limited
partnership organized under the laws of Cayman Islands, is the general partner of ChinaEquity USD Fund I L.P.
ChinaEquity USD Investment Management Co.,
a company organized under the laws of Cayman Islands, is the general partner of ChinaEquity USD Investment GP L.P.
ChinaEquity Global Holding Co., Ltd., a
company organized under the laws of the British Virgin Islands, is the sole shareholder of ChinaEquity USD Investment Management
Co.
The sole director and officer of each ChinaEquity
Reporting Person (other than ChinaEquity Global Holding Co., Ltd.) is Mr. Chaoyong Wang. Mr. Chaoyong Wang is a citizen of the
People’s Republic of China.
The sole shareholder, so director and officer
of ChinaEquity Global Holding Co., Ltd. is Mr. Xu Wang. Mr. Xu Wang is a citizen of the People’s Republic of China.
The business address of each Reporting Person
is Suite 05-07, 10th Floor, Block A, Office Park, No.10, Jintong West Road, Chaoyang District, Beijing 100020, China.
The ChinaEquity Reporting Persons are China-focused
venture capital and private equity investors. The ChinaEquity Reporting Persons mainly invest in China-related companies,
focusing on companies in the information technology, media, telecommunication, retail and consumer goods, culture and education,
financial services, new energy, new materials, green technology, high-end equipment manufacturing, healthcare and modern agriculture
industries. The principal occupation of Mr. Chaoyong Wang is venture capital and private equity investment and portfolio management.
The principal occupation of Mr. Xu Wang is venture capital and private equity investment and portfolio management.
The Reporting Persons
are making this joint filing because they may be deemed to constitute a “group” within the meaning of Rule 13d-5(b)
under the Act. In addition, by reason of the Proposal (as defined below) and the Amended and Restated Consortium Agreement (as
defined below), as described in Item 4 below, the Reporting Persons may be deemed to constitute a “group” within the
meaning of Rule 13d-5(b) under the Act with CNshangquan Limited (“CNshangquan”).
Each Reporting Person
hereby expressly disclaims beneficial ownership of any Ordinary Shares held by CNshangquan, and expressly disclaims membership
in a “group” (within the meaning of Rule 13d-5(b) under the Act) with CNshangquan, and this Statement shall not be
construed as acknowledging that any of the Reporting Persons beneficially owns any Ordinary Shares held by CNshangquan.
The agreement among
the Reporting Persons relating to the joint filing of this Statement is attached hereto as Exhibit 1.
(d) – (e) During
the five years preceding the date of this filing, none of the Reporting Persons has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
| Item 3. | Source and Amount of Funds or Other Considerations. |
The information set
forth in or incorporated by reference in Items 4 and 5 of this statement is incorporated by reference in its entirety into this
Item 3.
The Reporting Persons, Leading Capital Co.
Ltd. and its affiliates (“Leading Capital”), and CNshangquan anticipate that, at the price per Share set forth in the
Proposal, approximately US$14,614,573 would be expended in acquiring 128,198,011 Ordinary Shares owned by shareholders of the Issuer
other than the Reporting Persons and CNshangquan (the “Publicly Held Shares”).
It is anticipated that the funding for the
acquisition of the Publicly Held Shares will be provided by equity financing only in the form of cash from the Consortium (as defined
below).
| Item 4. | Purpose of Transaction |
The ADSs currently beneficially owned by
the Reporting Persons were originally acquired for investment purposes.
On July 21, 2015, CNshangquan and Leading
Capital entered into a consortium agreement (the “Original Consortium Agreement”) and submitted a non-binding proposal
(the “Proposal”) to the Issuer’s board of directors relating to acquisition of all outstanding unaffiliated shares
of the Issuer (the “Transaction”). Under the Proposal, CNshangquan and Leading Capital propose to acquire, through
an acquisition vehicle to be formed thereby, all of the Ordinary Shares owned by shareholders of the Issuer other than CNshangquan
for US$4.00 per ADS, or approximately US$0.114 per Ordinary Share in cash, representing a premium of 17.6% to the closing price
of the ADSs on July 20, 2015. The Reporting Persons expect the Transaction will be financed by members of the Consortium (as defined
below) making equity investments in the acquisition vehicle to provide the cash needed for the Transaction.
On October 26, 2015, CNshangquan, Leading
Capital, and ChinaEquity Holdco (collectively, the “Consortium”) entered into an amended and restated consortium agreement
(the “Amended and Restated Consortium Agreement”), pursuant to which ChinaEquity Holdco joins the consortium to participate
in the Transaction with CNshangquan and Leading Capital. The Amended and Restated Consortium Agreement supersedes the Original
Consortium Agreement in its entirety. Pursuant to the Amended and Restated Consortium Agreement, the Consortium will cooperate
in good faith in connection with the Transaction. The Amended and Restated Consortium Agreement provides, among other things, for:
cooperation in arranging financing; engaging advisors; cooperation in obtaining applicable governmental, statutory, regulatory
or other approvals, licenses, waivers or exemptions for the consummation of the Transaction; and cooperation in preparing definitive
documentation with respect to the Transaction. During the period beginning on the date of the Amended and Restated Consortium Agreement
and ending on the earlier of (i) the 12-month anniversary of the date of the Amended and Restated Consortium Agreement, or (ii)
the occurrence of termination events as specified therein, members of the Consortium have agreed to work exclusively with each
other with respect to the Transaction.
If the Transaction is consummated as currently
contemplated, the Ordinary Shares would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities
Act and would be delisted from the NASDAQ Global Select Market.
The description of the Proposal and the
Amended and Restated Consortium Agreement in this Statement is qualified in its entirety by reference to the Proposal and the Amended
and Restated Consortium Agreement, copies of which are attached hereto as Exhibits 2 and 3 and incorporated herein by reference
in their entirety.
Except as indicated above, the Reporting
Persons currently do not have any plans or proposals that relate to or would result in any matters listed in Items 4(a)-(j) of
Schedule 13D. Consummation of the Transaction could result in one or more of the actions specified in Items 4(a)-(j) of Schedule
13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving
the Issuer, a change to the board of directors of the Issuer to consist solely of persons designated by the acquisition vehicle
formed by the Consortium, a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would
become a privately held company, delisting of securities of the Issuer from the NASDAQ Global Select Market, securities of the
Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, and termination of the Issuer’s
reporting obligations pursuant to Rule 12h-3(b)(1)(i) of the Act. In addition, subject to compliance with the terms of the Amended
and Restated Consortium Agreement, the Reporting Persons reserve their right to change their plans and intentions in connection
with any of the actions discussed in this item 4, including, among others, the purchase price and the financing arrangement for
the transactions contemplated under the Proposal and/or the Amended and Restated Consortium Agreement.
| Item 5 | Interest in Securities of the Issuer |
The information contained
on each of the cover pages of this Statement and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated
herein by reference.
(a) — (b) The Issuer reported on its
annual report on Form 20-F (for the year ended December 31, 2014) filed with the Commission on April 29, 2015 (the “Form
20-F”), that as of March 31, 2015, a total of 455,227,428 of its Ordinary Shares were outstanding.
As of the date hereof, ChinaEquity Holdco
directly owns 1,041,845 ADSs representing 36,464,575 Ordinary Shares, which represent 8.01% of the total outstanding Ordinary
Shares22, and has shared voting power and shared dispositive
power with respect to such shares. ChinaEquity USD Fund I L.P., as the sole shareholder of ChinaEquity Holdco, may be deemed to
have beneficial ownership of 1,041,845 ADSs representing 36,464,575 Ordinary Shares, which represent 8.01% of the total outstanding
Ordinary Shares23, and have shared voting power and shared
dispositive power with respect to such shares. ChinaEquity USD Investment Management Co., as the general partner of ChinaEquity
USD Investment GP L.P., and ChinaEquity USD Investment GP L.P., which in turn acts as the general partner of ChinaEquity USD Fund
I L.P., may each be deemed to have beneficial ownership of 1,041,845 ADSs representing 36,464,575 Ordinary Shares, which represent
8.01% of the total outstanding Ordinary Shares24, and
have shared voting power and shared dispositive power with respect to such shares. Mr. Xu Wang, as the sole shareholder and sole
director of ChinaEquity Global Holding Co., Ltd., and ChinaEquity Global Holding Co., Ltd., which in turn is the sole shareholder
of ChinaEquity USD Investment Management Co., may each be deemed to have beneficial ownership of 1,041,845 ADSs representing 36,464,575
Ordinary Shares, which represent 8.01% of the total outstanding Ordinary Shares25,
and have shared voting power and shared dispositive power with respect to such shares. Mr. Chaoyong Wang, as the sole director
of each ChinaEquity Reporting Person (other than ChinaEquity Global Holding Co., Ltd.) may be deemed to have beneficial ownership
of 1,041,845 ADSs representing 36,464,575 Ordinary Shares, which represent 8.01% of the total outstanding Ordinary Shares26,
and have shared voting power and shared dispositive power with respect to such shares.
| 22 | Percentage calculated based on 455,227,428 ordinary shares outstanding as of March 31, 2015, as
disclosed in the Issuer’s Form 20-F. |
| 23 | Percentage calculated based on 455,227,428 ordinary shares outstanding as of March 31, 2015, as
disclosed in the Issuer’s Form 20-F. |
| 24 | Percentage calculated based on 455,227,428 ordinary shares outstanding as of March 31, 2015, as
disclosed in the Issuer’s Form 20-F. |
| 25 | Percentage calculated based on 455,227,428 ordinary shares outstanding as of March 31, 2015, as
disclosed in the Issuer’s Form 20-F. |
| 26 | Percentage calculated based on 455,227,428 ordinary shares outstanding as of March 31, 2015, as
disclosed in the Issuer’s Form 20-F. |
To the extent that the Reporting Persons
may be deemed to have formed a “group” with CNshangquan, the beneficial ownership of the Ordinary Shares by the “group”
would include the beneficial ownership of the Ordinary Shares by CNshangquan. As reported by CNshangquan in its Schedule 13D/A
filed with the Commission on July 22, 2015, CNshangquan beneficially owns 290,564,842 Ordinary Shares, representing 63.8% of the
total outstanding Ordinary Shares as of March 31, 201527.
Each Reporting Person hereby expressly disclaims beneficial ownership of any Ordinary Shares held by CNshangquan, and expressly
disclaims membership in any Section 13(d) “group” with CNshangquan, and this Statement shall not be construed as acknowledging
that any of the Reporting Persons beneficially owns any Ordinary Shares held by CNshangquan.
(c) The
Reporting Persons have not effected any transactions in the Ordinary Shares of the Issuer during the 60 days preceding the filing
of this Statement.
(d) — (e)
Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
The information regarding
the Proposal and the Amended and Restated Consortium Agreement under Item 4 is incorporated herein by reference in their entirety.
| Item 7. | Materials to be Filed as Exhibits |
| Exhibit 1: | Joint Filing Agreement by and among the Reporting Persons,
dated as of October 31, 2015. |
| Exhibit 2: | Proposal by CNshangquan and Leading Capital to the Issuer
dated July 21, 2015. |
| Exhibit 3: | Amended and Restated Consortium Agreement dated October
26, 2015 by and among CNshangquan, Leading Capital and ChinaEquity Holdco. |
| 27 | Percentage calculated based on 455,227,428 ordinary shares outstanding as of March 31, 2015, as
disclosed in the Issuer’s Form 20-F. |
Signatures
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.
|
October 31, 2015 |
|
Date |
|
|
ChinaEquity USD Fortune Co., Ltd. |
By: |
/s/ Chaoyong Wang |
|
Name: |
Chaoyong Wang |
|
Title: |
Director |
|
|
|
ChinaEquity USD Fund I L.P. |
By: |
/s/ Chaoyong Wang |
|
Name: |
Chaoyong Wang |
|
Title: |
Duly authorized signatory under Power of Attorney effective as of October 15, 2013 |
|
|
|
ChinaEquity USD Investment GP L.P. |
By: |
/s/ Chaoyong Wang |
|
Name: |
Chaoyong Wang |
|
Title: |
Duly authorized signatory under Power of Attorney
effective as of October 15, 2013 |
|
|
|
ChinaEquity USD Investment Management Co. |
By: |
/s/ Chaoyong Wang |
|
Name: |
Chaoyong Wang |
|
Title: |
Director |
|
|
|
ChinaEquity Global Holding Co., Ltd. |
By: |
/s/ Xu Wang |
|
Name: |
Xu Wang |
|
Title: |
Director |
|
|
|
Chaoyong Wang |
By: |
/s/ Chaoyong Wang |
|
|
|
Xu Wang |
By: |
/s/ Xu Wang |
Exhibit 1
JOINT FILING AGREEMENT
We, the undersigned, hereby agree that the
Statement on Schedule 13D in connection with the securities of Mecox Lane Limited to which this Agreement is an Exhibit, and any
amendment thereafter signed by each of the undersigned, may be filed on behalf of each of the undersigned pursuant to and in accordance
with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
Dated: October 31, 2015
ChinaEquity USD Fortune Co., Ltd. |
By: |
/s/ Chaoyong Wang |
|
Name: Chaoyong Wang |
|
Title: Director |
|
|
ChinaEquity USD Fund I L.P. |
By: |
/s/ Chaoyong Wang |
|
Name: Chaoyong Wang |
|
Title: Duly authorized signatory under Power of Attorney effective as of October 15, 2013 |
|
|
ChinaEquity USD Investment GP L.P. |
By: |
/s/ Chaoyong Wang |
|
Name: Chaoyong Wang |
|
Title: Duly authorized signatory under Power of Attorney effective as of October 15, 2013 |
|
|
ChinaEquity USD Investment Management Co. |
By: |
/s/ Chaoyong Wang |
|
Name: Chaoyong Wang |
|
Title: Director |
|
|
ChinaEquity Global Holding Co., Ltd. |
By: |
/s/ Xu Wang |
|
Name: Xu Wang |
|
Title: Director |
|
|
Chaoyong Wang |
By: |
/s/ Chaoyong Wang |
|
|
Xu Wang |
By: |
/s/ Xu Wang |
Exhibit 2
July 21, 2015
The Board of Directors
Mecox Lane Limited (the “Company”)
Room 302, Qilai Building, No. 889 Yishan Road
Shanghai 200233
People’s Republic of China
Dear Sirs and Madams:
We, CNshangquan Limited (“CNshangquan”),
together with Leading Capital Co. Ltd. (“Leading Capital”, collectively with CNshangquan, the “Consortium
Members”) are pleased to submit this preliminary non-binding proposal to acquire all of the outstanding ordinary shares
of the Company not already owned by us in a going private transaction (the “Transaction”) described below.
We believe our proposal provides a very attractive opportunity
to the Company’s shareholders. Our proposal represents a premium of approximately 17.6% to the Company’s closing price
on July 20, 2015. We are confident that the Transaction can be closed on a highly expedited basis as outlined in this letter.
Set forth below are the key terms of our proposal.
| 1. | Consortium. The Consortium Members have entered into a consortium agreement, pursuant to
which we will form an acquisition vehicle for the purpose of implementing the Transaction, and have agreed to work with each other
exclusively pursuing the completion of the Transaction. The Consortium Members are interested only in pursuing the Transaction
and are not interested in selling their shares in any other transaction involving the Company. |
| 2. | Purchase Price. The purchase price payable will be US$4.00 per American Depositary Share
(“ADSs,” each ADS representing thirty-five ordinary shares of the Company) or approximately US$0.114 per ordinary
share in cash, in each case other than for the ADSs or ordinary shares held by directly or indirectly by us. |
| 3. | Financing. We intend to finance the Transaction with equity capital. Equity financing will
be provided by the Consortium Members, in the form of cash and rollover equity in the Company, and from any additional equity investor
who may be admitted as a consortium member. We are confident that we can timely secure adequate financing to consummate the Transaction. |
| 4. | Due Diligence. We believe that we will be in a position to complete customary legal, financial
and accounting due diligence for the Transaction in a timely manner and in parallel with negotiation of transaction agreements. |
| 5. | Definitive Agreements. We have engaged Gibson Dunn & Crutcher LLP as our international
legal counsel and are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”)
in respect of the Transaction. These agreements will provide for representations, warranties, covenants and conditions which are
typical, customary and appropriate for transaction of this type. |
July 21, 2015
Page 2
| 6. | Process. Given CNshangquan’s involvement in the Transaction, we believe it is prudent
and in the best interests of the Company for the Company’s Board of Directors to establish a special committee of independent
directors to consider the Transaction (the “Special Committee”). We also expect that the Special Committee would
retain independent advisors, to assist it in its work. In considering our offer, you should be aware that we are interested only
in acquiring the outstanding shares of the Company that we do not already beneficially own, and that we do not intend to sell our
stake in the Company to a third party. |
| 7. | Confidentiality. The Consortium Members will, as required by law, promptly file a Schedule
13D and/or amendment thereof with the Securities and Exchange Commission to disclose this letter. We are sure you will agree, however,
that it is in all of our interests to ensure that we otherwise proceed in a strictly confidential manner, unless otherwise required
by law, until we have executed Definitive Agreements or terminated our discussions. Until
a confidentiality agreement is signed, any written news releases by the Company or us pertaining to the Transaction shall be reviewed
and approved by the Company and ourselves prior to their release, subject to any requirements of law. |
| 8. | About Leading Capital. Leading Capital is a leading China-focused asset fund manager with
US$1.5 billion of assets under management. Leading Capital’s investments target high growth companies in China in the consumer,
environmental, electronic information, healthcare, modern agriculture, and high-end manufacturing sectors. |
| 9. | No Binding Commitment. This proposal is not a binding offer, agreement or agreement to make
a binding offer or agreement at any point in the future. This letter is a preliminary indication of interest by the Consortium
Members and does not contain all matters upon which agreement must be reached in order to consummate the proposed Transaction,
nor does it create any binding rights or obligations in favor of any person. The parties will be bound only upon the execution
of the Definitive Agreements. |
| 10. | Governing Law. This letter shall be governed by, and construed in accordance with, the internal
laws of the State of New York. |
In closing, we would like to express our
commitment to working with you to bring this Transaction to a successful and timely conclusion. Should you have any questions regarding
this proposal, please do not hesitate to contact us. We look forward to hearing from you.
Sincerely,
July 21, 2015
Page 3
CNshangquan Limited
By: |
/s/ Wei Zhu |
|
Name: Wei Zhu |
|
Title: Authorized Signatory |
|
Leading Capital Co. Ltd.
By: |
/s/ Chaoyang Wu |
|
Name: Chaoyang Wu |
|
Title: Authorized Signatory |
|
Exhibit 3
AMENDED AND RESTATED CONSORTIUM AGREEMENT
THIS AMENDED AND RESTATED
CONSORTIUM AGREEMENT is made on October 26, 2015 (the “Agreement”), by and between CNshangquan Limited (“CNshangquan”),
Leading Capital Co. Ltd. (“Leading Capital”), and ChinaEquity USD Fortune Co., Ltd. (“ChinaEquity”).
Each of CNshangquan, Leading Capital and ChinaEquity is referred to herein as a “Party”, and collectively, the
“Parties”. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to
them in Section 10.1 hereof.
WHEREAS, on July 21,
2015, CNshangquan and Leading Capital have entered into a Consortium Agreement (the “Original Consortium Agreement”)
and submitted a joint, non-binding proposal, a copy of which is attached to the Original Consortium Agreement as Schedule A (the
“Proposal”), to the board of directors (the “Target Board”) of Mecox Lane Limited, a company
incorporated under the laws of the Cayman Islands and listed on the NASDAQ Global Select Market (the “Target”)
in connection with an acquisition transaction of the Target (the “Transaction”), pursuant to which the Target
would be delisted from NASDAQ Global Select Market and deregistered under the United States Securities Exchange Act of 1934, as
amended (the “Exchange Act”);
WHEREAS, ChinaEquity
intended to participate in the Transaction with CNshangquan and Leading Capital, and the Parties have agreed to enter into this
Agreement, which upon execution shall amend and restate the Original Consortium Agreement in all respects;
WHEREAS, (a) in connection
with the Transaction, the Parties propose to form a new company (“Holdco”) under the laws of the Cayman Islands,
and to cause Holdco to form a direct, wholly owned subsidiary (“Merger Sub”) under the laws of the Cayman Islands,
and (b) at the closing of the Transaction (the “Closing”), the Parties intend that Merger Sub will be merged
with and into the Target, with the Target being the surviving company and becoming a direct, wholly owned subsidiary of Holdco
(the “Surviving Company”);
WHEREAS, in accordance
with the terms of this Agreement, the Parties will cooperate and participate in (a) the evaluation of the Target, including if
necessary, conducting due diligence of the Target and its business, (b) discussions regarding the Proposal with the Target, and
(c) the negotiation of the terms of definitive documentation in connection with the Transaction with a special committee of independent
and disinterested directors of the Target Board (the “Special Committee”), including an agreement and plan of
merger among Holdco, Merger Sub and the Target in form and substance to be agreed by the Parties (the “Merger Agreement”),
which shall be subject to the approval of the shareholders of the Target.
NOW, THEREFORE, in
consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby
agree as follows:
1. Proposal;
Debt Financing; Holdco Ownership
1.1 Participation
in Transaction. The Parties agree to participate in the Transaction on the terms set forth in this Agreement.
1.2 Proposal.
On the date hereof, the Parties shall submit the Proposal to the Target Board. Thereafter, the Parties shall collectively: (a)
if necessary, undertake further due diligence with respect to the Target and its business; (b) engage in discussions with the
Target regarding the Proposal; and (c) negotiate in good faith the terms of definitive documentation in respect of the Transaction,
including without limitation the Merger Agreement and the terms of agreements between the Parties required to support the Proposal
or to regulate the relationship between the Parties. The Parties further agree to negotiate in good faith to reach agreement on
a shareholders agreement that would, among other things, govern the relationship of the shareholders in Holdco following the Closing,
and contain provisions customary for transactions of this type.
1.3 Holdco
Ownership.
(a) Prior
to the execution of the Merger Agreement, the Parties shall (a) incorporate Holdco and shall cause Holdco to incorporate Merger
Sub, and (b) agree to in good faith the memorandum and articles of association of Holdco and Merger Sub and the memorandum and
articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing.
(b) Each
Party’s ownership percentage in Holdco shall be based on the amount of cash paid, and the agreed-upon value of any other
consideration contributed, by such Party to Holdco relative to the aggregate amount of cash paid, and the aggregate agreed-upon
value of any other consideration contributed, by the Parties to Holdco in connection with the Transaction. Specifically, each of
CNshangquan and ChinaEquity agrees to contribute to Holdco at the Closing, in exchange for newly issued equity interests in Holdco,
all of the Target Ordinary Shares (including American Depositary Shares of the Target (the “ADSs”), each representing
thirty-five Target Ordinary Shares) then held thereby based on the same per share consideration as provided in the Merger Agreement,
except as may otherwise be agreed by the Parties. For the avoidance of doubt, the Parties agree that the obligation of the Parties
to purchase and pay for any Holdco shares shall be subject to the satisfaction or waiver of the various conditions to the obligations
of Holdco and Merger Sub to be set forth in the Merger Agreement.
2. Participation
in Transaction; Advisors; Approvals
2.1 Information
Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including
by (a) complying with any information delivery or other requirements entered into by Holdco and shall not, and shall direct its
Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings
and negotiations with the Special Committee and its advisors, (c) executing and complying with any confidentiality agreements
reasonably required by the Target, (d) sharing all information reasonably necessary to evaluate the Target, including technical,
operational, legal, accounting and financial materials and relevant consulting reports and studies, (e) providing each other or
Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection
with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates
for inclusion in the definitive documentation, (f) applying the level of resources and expertise that such Party reasonably considers
to be necessary and appropriate to meet its obligations under this Agreement, and (g) consulting with the other Party and otherwise
cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance
of which shall be subject to Section 6.1. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion
or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party
is required to make available to the other Party any of their internal investment committee materials or analyses or any information
which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality.
2.2 Appointment
of Advisors.
(a) The
Parties shall agree to the scope and engagement terms of all joint Advisors to Holdco and/or the Parties in connection with the
Transaction. Gibson Dunn & Crutcher LLP has been jointly selected by the Parties to represent the consortium in connection
with the Transaction as international counsel.
(b) If
a Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction, such
Party may retain other Advisors to advise it. Each Party that engages separate Advisors shall (i) provide prior notice to the other
Party of such engagement, and (ii) be solely responsible for the fees and expenses of such separate Advisors.
2.3 Approvals.
Each Party shall use reasonable best efforts and provide all cooperation as may be reasonably requested by each other Party to
obtain all applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions required or, in
the reasonable opinion of the Parties, desirable for the consummation of the Transaction.
3. Transaction
Costs
3.1 Expenses
and Fee Sharing.
(a) Upon
consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the
case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation,
the reasonable fees, expenses and disbursements of Advisors retained by the Parties (other than fees and costs of any separate
Advisors who were retained by the Parties in accordance with Section 2.2(b) unless and only to the extent such appointment and
expenses are agreed to in advance by the Parties).
(b) If
the Transaction is not consummated (and Section 3.1(c) below does not apply), the Parties shall pay (allocated as may be agreed
among the Parties) the out-of-pocket costs and expenses payable by them in connection with the Transaction incurred prior to the
termination of the Transaction, including any fees and expenses payable to Advisors retained by the Parties (other than fees and
costs of any separate Advisors who were retained by the Parties in accordance with Section 2.2(b) unless and only to the extent
such appointment and expenses are agreed to in advance by the Parties).
(c) If
the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then such breaching Parties
shall reimburse any non-breaching Party for all out-of-pocket costs and expenses, including any fees and expenses of Advisors retained
by the Parties (including the fees and costs of any separate Advisors who were retained by the Parties in accordance with Section
2.2(b)), incurred by such non-breaching Party in connection with the Transaction, without prejudice to any rights and remedies
otherwise available to such non-breaching Party.
(d) The
Parties shall be entitled to receive any termination, break-up or other fees or amounts payable to Holdco or Merger Sub by the
Target pursuant to the Merger Agreement, to be allocated as may be agreed among the Parties, net of the costs and expenses incurred
in connection with the Transaction, including, without limitation, the reasonable fees, expenses and disbursements of Advisors
retained by the Parties (other than fees and costs of any separate Advisors who were retained by the Parties in accordance with
Section 2.2(b) unless and only to the extent such appointment and expenses are agreed to in advance by the Parties).
4. Exclusivity
4.1 Exclusivity
Period. During the period beginning on the date hereof and ending on the earlier of (i) the 12-month anniversary of the date
hereof and (ii) the termination of this Agreement pursuant to Section 5.1 (the “Exclusivity Period”), each
Party shall:
(a) work
exclusively with the other Party to implement the Transaction, including to (i) evaluate the Target and its business, (ii) prepare,
negotiate and finalize the definitive documentation in connection with the Transaction, and (iii) vote, or cause to be voted, at
every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal
or matter that would facilitate a Competing Proposal and in favor of the Transaction;
(b) not,
directly or indirectly, either alone or with or through any Representatives authorized to act on such Party’s behalf (i)
make a Competing Proposal, or solicit, encourage, facilitate or join with any other person in the making of, any Competing Proposal,
(ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue
a Competing Proposal, (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance,
or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal, (iv) enter into any written
or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything that is directly inconsistent
with the provisions of this Agreement or the Transaction as contemplated under this Agreement, (v) acquire or dispose of any Securities,
and in the case of CNshangquan and ChinaEquity, directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign,
grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding
to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer
by any of its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement
and the definitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer
or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any
Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect
to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying
such Party from performing its obligations under this Agreement, or (vii) solicit, encourage, facilitate, induce or enter into
any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any
other person regarding the matters described in Sections 4.1(b)(i) to 4.1(b)(vi);
(c) immediately
cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and
other communications with all persons conducted heretofore with respect to a Competing Proposal; and
(d) promptly
notify the other Party if it or, to its knowledge, any of its Representatives receives any approach or communication with respect
to any Competing Proposal, including in such notice the identity of the other persons involved and the nature and content of the
approach or communication, and provide the other Party with copies of any written communication.
5. Termination
5.1 Failure
to Agree. Subject to Section 5.2,
(a) if
the Parties are unable to agree either as between themselves or with the Special Committee regarding the material terms of the
Transaction, within 180 days following the date hereof, any Party may cease its participation in the Transaction by delivery of
a written notice to the other Party and this Agreement shall terminate with respect to such Party;
(b) if
a Party materially breaches the terms of this Agreement and to the extent such breach is remediable, fails to remedy such breach
within 20 days following the written request by the non-breaching Party, such non-breaching Party may cease its participation in
the Transaction by delivery of a written notice to the other Party and this Agreement shall terminate with respect to such non-breaching
Party; or
(c) this
Agreement shall terminate with respect to all Parties upon the earliest to occur of (i) a written agreement between the Parties
to terminate this Agreement, and (ii) the Closing.
5.2 Effect
of Termination. Upon termination of this Agreement with respect to a Party pursuant to Section 5.1, Article 3 (Transaction
Costs), Article 5 (Termination), Section 6.2 (Confidentiality), Article 7 (Notices) and Article 9 (Miscellaneous) shall continue
to bind such Party.
6. Announcements
and Confidentiality
6.1 Announcements.
No announcements regarding the subject matter of this Agreement shall be issued by any Party without the prior written consent
of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned, except to the extent that any such
announcements are required by law, a court of competent jurisdiction, a regulatory body or international stock exchange, and then
only after the form and terms of such disclosure have been notified to the other Party and the other Party have had a reasonable
opportunity to comment thereon, in each case to the extent reasonably practicable. Any announcement to be made by the Parties
or their Affiliates (including Holdco) in connection with the Transaction shall be jointly coordinated and agreed by the Parties.
6.2 Confidentiality.
(a) Except
as permitted under Section 6.3, each Party shall not, and shall direct its Affiliates and Representatives not to, without the prior
written consent of the other Party, disclose any Confidential Information received by it (the “Recipient”) from
any other Party (the “Discloser”). Each Party shall not and shall direct its Affiliates and Representatives
not to, use any Confidential Information for any purpose other than for the purposes of this Agreement or the Transaction.
(b) Subject
to Section 6.2(c), the Recipient shall safeguard and return to the Discloser, on demand, any Confidential Information which falls
within clause (a) of the definition of Confidential Information, and in the case of electronic data that constitutes Confidential
Information, to return or destroy such Confidential Information (other than any electronic data stored on the back-up tapes of
the Recipient’s hardware) at the option of the Recipient.
(c) Each
Party acknowledges that, in relation to Confidential Information received from the other Party, the obligations contained in this
Section 6.2 shall continue to apply for a period of 12 months following termination of this Agreement pursuant to Section 5.1,
unless otherwise agreed in writing.
6.3 Permitted
Disclosures. A Party may make disclosures (a) to those of its Affiliates and Representatives as such Party reasonably deems
necessary to give effect to or enforce this Agreement, but only on a confidential basis; (b) if required by law or a court of
competent jurisdiction, the United States Securities and Exchange Commission or another regulatory body or international stock
exchange having jurisdiction over a Party or pursuant to whose rules and regulations such disclosure is required to be made, but
only after the form and terms of such disclosure have been notified to the other Party and the other Party have had a reasonable
opportunity to comment thereon, in each case to the extent reasonably practicable; or (c) if the information is publicly available
other than through a breach of this Agreement by such Party or its Affiliates or Representatives.
7. Notices
7.1 Any
notice, request, instruction or other document to be provided hereunder by any Party to the other Party shall be in writing and
delivered personally or sent by registered or certified mail, postage prepaid, or by facsimile, overnight courier or electronic
mail, to the address provided under such other Party’s signature page hereto, or to such other address or facsimile number
or electronic mail address as such Party may hereafter specify for the purpose by notice to the other Party. All such notices,
requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to
5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have
been received on the next succeeding Business Day in the place of receipt.
8. Representations
and Warranties
8.1 Representations
and Warranties. Each Party hereby represents and warrants, on behalf of such Party only, to the other Party that (a) it has
the requisite power and authority to execute, deliver and perform this Agreement; (b) the execution, delivery and performance
of this Agreement by it have been duly authorized by all necessary action on the part of such Party and no additional proceedings
are necessary to approve this Agreement; (c) this Agreement has been duly executed and delivered by it and constitutes a valid
and binding agreement of such Party enforceable against it in accordance with the terms hereof; (d) its execution, delivery and
performance (including the provision and exchange of information) of this Agreement will not (i) conflict with, require a consent,
waiver or approval under, or result in a breach of or default under, any of the terms of any material contract or agreement to
which such Party is a party or by which such Party is bound, or any office such Party holds, (ii) violate any order, writ, injunction,
decree or statute, or any rule or regulation, applicable to such Party or any of its properties and assets, or (iii) result in
the creation of, or impose any obligation on such Party to create, any lien, charge or other encumbrance of any nature whatsoever
upon such Party’s properties or assets; and (e) no broker, finder or investment banker is entitled to any brokerage, finder’s
or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of such Party.
8.2 Target
Shares. As of the date of this Agreement, CNshangquan holds of record 290,564,842 Target Ordinary Shares, and ChinaEquity
holds of record 1,041,845 ADSs, in each case, free and clear of any encumbrances or restrictions, except for those as required
by applicable laws or set forth under the constitutional documents of the Target.
8.3 Reliance.
Each Party acknowledges that the other Party has entered into this Agreement on the basis of and reliance upon (among other things)
the representations and warranties in Sections 8.1 and 8.2 and has been induced by them to enter into this Agreement.
9. Miscellaneous
9.1 Entire
Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any previous oral or written
agreements or arrangements between them relating to its subject matter. Without limitation of the foregoing, this Agreement supersedes,
in its entirety, the Original Consortium Agreement, which shall be null and void and have no further force or effect whatsoever
upon execution of this Agreement.
9.2 Further
Assurances. Each Party shall use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause
to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to carry out
the intent and purposes of this Agreement.
9.3 Severability.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided,
if possible, in order to achieve the intent of the Parties to the maximum extent possible. In any event, the invalidity or unenforceability
of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this
Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.
9.4 Amendments;
Waivers. Neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing
signed by each of the Parties. No provision of this Agreement may be waived, discharged or terminated other than by an instrument
in writing signed by the Party against whom the enforcement of such waiver, discharge or termination is sought. No failure or
delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power
or privilege.
9.5 Assignment;
No Third Party Beneficiaries. Other than as provided herein, the rights and obligations of each Party shall not be assigned
without the prior consent of the other Party; provided, however, Leading Capital may assign its rights and obligations under this
Agreement, in whole or in part, to any of its affiliated investment funds or investment vehicles. This Agreement shall be binding
upon the respective heirs, successors, legal representatives and permitted assigns of the Parties. Nothing in this Agreement shall
be construed as giving any person, other than the Parties and their heirs, successors, legal representatives and permitted assigns
any right, remedy or claim under or in respect of this Agreement or any provision hereof.
9.6 No
Partnership or Agency. The Parties are independent and nothing in this Agreement constitutes a Party as the trustee, fiduciary,
agent, employee, partner or joint venturer of the other Party.
9.7 Counterparts.
This Agreement may be executed in counterparts and all counterparts taken together shall constitute one document.
9.8 Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, the United
States of America, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application
of the laws of any jurisdiction other than the State of New York, the United States of America.
9.9 Hong
Kong Arbitration.
(a) Any
dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation,
breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either Party to the dispute
with notice (the “Arbitration Notice”) to the other.
(b) The
Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”)
in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”)
in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be three arbitrators, who shall
be qualified to practice law in the State of New York, the United States of America. Each party in the Dispute shall appoint one
arbitrator, and the HKIAC Council shall select the third arbitrator.
(c) The
arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this
Section, including the provisions concerning the appointment of the arbitrators, the provisions of this Section shall prevail.
(d) Each
party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete
access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only
to any confidentiality obligations binding on such party.
(e) The
award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court
of competent jurisdiction for enforcement of such award.
(f) The
arbitral tribunal shall decide any Dispute submitted by the Parties to the arbitration strictly in accordance with the substantive
Laws of the State of New York, the United States of America (without regard to principles of conflict of Laws thereunder) and shall
not apply any other substantive Law.
(g) Any
party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction
pending the constitution of the arbitral tribunal.
(h) During
the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with
respect to the part in dispute and under adjudication.
9.10 Specific
Performance. Each Party acknowledges and agrees that the other Party would be irreparably injured by a breach of this Agreement
by it and that money damages alone are an inadequate remedy for actual or threatened breach of this Agreement. Accordingly, each
Party shall be entitled to bring an action for specific performance and/or injunctive or other equitable relief (without posting
a bond or other security) to enforce or prevent any violations of any provision of this Agreement, in addition to all other rights
and remedies available at law or in equity to such Party, including the right to claim money damages for breach of any provision
of this Agreement.
10. Definitions
and Interpretations
10.1 Definitions.
In this Agreement, unless the context requires otherwise:
“Advisors”
means the advisors and/or consultants of Holdco, Merger Sub, and the Parties, in each case appointed in connection with the Transaction.
“Affiliate”
means, with respect to any person, any other person that, directly or indirectly, Controls, is Controlled by or is under common
Control with such specified person and “Affiliates” shall be construed accordingly.
“Business
Day” means any day (other than a Saturday or a Sunday) on which banks generally are open in the People’s Republic
of China, Hong Kong and in New York, New York, for the transaction of normal banking business.
“Competing
Proposal” means a proposal, offer or invitation to the Target, any Party or any of their respective Affiliates (other
than the Proposal), that involves the direct or indirect acquisition of 10% or more of the total outstanding Target Ordinary Shares,
a sale of all or any significant amount of the assets of the Target, a restructuring or recapitalization of the Target, or some
other transaction that could adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction
with the Parties.
“Confidential
Information” includes (a) all written, oral or other information obtained in confidence by one Party from the other Party
in connection with this Agreement or the Transaction, unless such information (x) is already known to such Party or to others not
known by such Party to be bound by a duty of confidentiality, or (y) is or becomes publicly available other than through a breach
of this Agreement by such Party, and (b) the existence or terms of, and any negotiations or discussions relating to, this Agreement,
the Proposal and any definitive documentation, including the Merger Agreement.
“Control”
means the possession, directly or indirectly, of the power to direct the management and policies of a person, whether through the
ownership of voting securities, by contract or otherwise.
“Representative”
of a Party means such Party’s employees, directors, officers, partners, members, nominees, agents, advisors (including, but
not limited to legal counsel, accountants, consultants and financial advisors), potential sources of equity or debt financing,
and any representatives of the foregoing. The Representatives shall include the Advisors.
“Securities”
means shares, warrants, options and any other securities which are convertible into or exercisable for shares in the Target.
“Target Ordinary
Shares” means the issued and outstanding ordinary shares, par value US$0.0001 per share, of the Target.
10.2 Headings.
Section and paragraph headings are inserted for ease of reference only and shall not affect construction.
[Below Intentionally
Left in Blank]
IN WITNESS WHEREOF, the Parties have caused
this Agreement to be executed and delivered as of the date first written above.
|
CNshangquan Limited |
|
|
|
By: |
/s/ Wei Zhu |
|
Name: |
Wei Zhu |
|
Title: |
Authorized Signatory |
|
|
|
Address: |
|
|
|
Unit 8, 3/F. |
|
Qwomar Trading Complex |
|
Blackburne Road, Port Purcell |
|
Road Town, Tortola |
|
BVI, VG1110 |
IN WITNESS WHEREOF, the Parties have caused
this Agreement to be executed and delivered as of the date first written above.
|
Leading Capital Co. Ltd. |
|
|
|
By: |
/s/ Chaoyang Wu |
|
Name: |
Chaoyang Wu |
|
Title: |
Authorized Signatory |
|
|
|
|
Address: |
|
|
|
WanDu Center 910-913 |
|
No. 8 XingYi Road |
|
ChangNing District, Shanghai 200036 |
IN WITNESS WHEREOF, the Parties have caused
this Agreement to be executed and delivered as of the date first written above.
|
ChinaEquity USD Fortune Co., Ltd. |
|
|
|
By: |
/s/ Chaoyong Wang |
|
Name: |
Chaoyong Wang |
|
Title: |
Chairman |
|
|
|
Address: |
|
|
|
Suite 05-07, Level 10, Block A, Office Park |
|
10 Jintong West Road, Chaoyang District |
|
Beijing 100020 |
Mecox Lane Limited ADS (MM) (NASDAQ:MCOX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Mecox Lane Limited ADS (MM) (NASDAQ:MCOX)
Historical Stock Chart
From Sep 2023 to Sep 2024