Amended Statement of Ownership (sc 13g/a)
February 14 2022 - 08:47AM
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.1)*
|
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)
|
|
December
31, 2021
|
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 15 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
2,376,854
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
2,376,854
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,376,854
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%*
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
* Based on 28,754,852 Class A ordinary shares outstanding as of December
31, 2020, as reported in the Issuer’s Form 20-F (File No. 001-38201) filed with the Securities and Exchange Commission on November
9, 2021.
CUSIP No. 81367P101
|
Page 3 of 15 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
2,376,854*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
2,376,854*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,376,854*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%**
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
* Shares held by CMC Galaxy Holdings Ltd. See Item 4 of the statement
for additional information.
** Based on 28,754,852 Class A ordinary shares outstanding as of December
31, 2020, as reported in the Issuer’s Form 20-F (File No. 001-38201) filed with the Securities and Exchange Commission on November
9, 2021.
CUSIP No. 81367P101
|
Page 4 of 15 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
2,376,854*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
2,376,854*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,376,854*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%**
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
* Shares held by CMC Galaxy Holdings Ltd. See Item 4 of the statement
for additional information.
** Based on 28,754,852 Class A ordinary shares outstanding as of December
31, 2020, as reported in the Issuer’s Form 20-F (File No. 001-38201) filed with the Securities and Exchange Commission on November
9, 2021.
CUSIP No. 81367P101
|
Page 5 of 15 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
2,376,854*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
2,376,854*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,376,854*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%**
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
* Shares held by CMC Galaxy Holdings Ltd. See Item 4 of the statement
for additional information.
** Based on 28,754,852 Class A ordinary shares outstanding as of December
31, 2020, as reported in the Issuer’s Form 20-F (File No. 001-38201) filed with the Securities and Exchange Commission on November
9, 2021.
CUSIP No. 81367P101
|
Page 6 of 15 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
2,376,854*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
2,376,854*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,376,854*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%**
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
* Shares held by CMC Galaxy Holdings Ltd. See Item 4 of the statement
for additional information.
** Based on 28,754,852 Class A ordinary shares outstanding as of December
31, 2020, as reported in the Issuer’s Form 20-F (File No. 001-38201) filed with the Securities and Exchange Commission on November
9, 2021.
CUSIP No. 81367P101
|
Page 7 of 15 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
2,376,854*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
2,376,854*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,376,854*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%**
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
* Shares held by CMC Galaxy Holdings Ltd. See Item 4 of the statement
for additional information.
** Based on 28,754,852 Class A ordinary shares outstanding as of December
31, 2020, as reported in the Issuer’s Form 20-F (File No. 001-38201) filed with the Securities and Exchange Commission on November
9, 2021.
CUSIP No. 81367P101
|
Page 8 of 15 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
2,376,854*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
2,376,854*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,376,854*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%**
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
* Shares held by CMC Galaxy Holdings Ltd. See Item 4 of the statement
for additional information.
** Based on 28,754,852 Class A ordinary shares outstanding as of December
31, 2020, as reported in the Issuer’s Form 20-F (File No. 001-38201) filed with the Securities and Exchange Commission on November
9, 2021.
CUSIP No. 81367P101
|
Page 9 of 15 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
2,376,854*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
2,376,854*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,376,854*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%**
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
* Shares held by CMC Galaxy Holdings Ltd. See Item 4 of the statement
for additional information.
** Based on 28,754,852 Class A ordinary shares outstanding as of December
31, 2020, as reported in the Issuer’s Form 20-F (File No. 001-38201) filed with the Securities and Exchange Commission on November
9, 2021.
CUSIP No. 81367P101
|
Page 10 of 15 Pages
|
SCHEDULE 13G/A
Item 1(a)
|
Name of Issuer: Secoo Holding Limited (the “Issuer”)
|
|
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices:
15/F, Building C, Galaxy SOHO, Chaonei Street, Dongcheng District,
Beijing 100000, 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
The shares reported herein are held by CMC Galaxy Holdings Ltd.
CMC Galaxy Holdings Ltd is a direct and wholly owned subsidiary of CMC Capital Partners, L.P. The general partner of CMC Capital
Partners, L.P. is CMC Capital Partners GP, L.P. The general partner of CMC Capital Partners GP, L.P. is CMC Capital Partners GP,
Ltd. CMC Capital Partners GP, Ltd. is wholly owned by LaConfiance Investments Ltd. LaConfiance Investments Ltd is wholly owned by
LeBonheur Holdings Ltd. LeBonheur Holdings Ltd is wholly owned by Brilliant Spark Holdings Limited. Brilliant Spark Holdings Limited
is wholly owned by Mr. Ruigang Li.
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 and Ruigang Li,
as a result, and by virtue of the relationships described above, may be deemed to beneficially own the shares owned by CMC Galaxy
Holdings Ltd.
Each of the Reporting Persons disclaims beneficial ownership of
the shares reported herein except to the extent of its or his pecuniary interest therein.
|
|
|
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)
|
|
|
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).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
Item 4
|
Ownership:
(a). Amount beneficially owned: See the response to
row 9 of the cover page for each Reporting Person.
(b). Percent of class: See the response to row 11 of the cover page for each Reporting Person.
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct
the vote:
See the response to row 5 of the
cover page for each Reporting Person.
(ii). Shared power to vote or to
direct the vote:
See the response to row 6 of the
cover page for each Reporting Person.
(iii). Sole power to dispose or to
direct the disposition of:
See the response to row 7 of the
cover page for each Reporting Person
(iv). Shared power to dispose or
to direct the disposition of:
See the response to row 8 of the
cover page for each 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: February 14, 2022
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
|
|
|
|
|
By:
|
/s/ Ruigang
Li
|
|
Ruigang Li, Individually
|
|
EXHIBIT INDEX
Secoo (NASDAQ:SECO)
Historical Stock Chart
From Feb 2024 to Mar 2024
Secoo (NASDAQ:SECO)
Historical Stock Chart
From Mar 2023 to Mar 2024