SEC Form SC 13E3/A filed by China Customer Relations Centers, Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 3)

RULE 13e-3 TRANSACTION STATEMENT

UNDER SECTION 13(e) OF

THE SECURITIES EXCHANGE ACT OF 1934

China Customer Relations Centers, Inc.

(Name of the Issuer)

China Customer Relations Centers, Inc.

Taiying Group Ltd.

Taiying International Inc.

Zhili Wang

TAISHANBPO1 Holdings Limited

Debao Wang

TAISHANBPO2 Holdings Limited

Guoan Xu

TAISHANBPO3 Holdings Limited

Qingmao Zhang

TAISHANBPO4 Holdings Limited

Long Lin

TAISHANBPO5 Holdings Limited

Wilstein Limited

Jishan Sun

TAISHANBPO6 Holdings Limited

Telecare Global Services Limited

Yipeng Wang

Harford Equity Limited

Ruixiu Wang

Sainsberry Limited

Qiaolin Wang

Yan Lyu

Xianghui Li

Ning Zou

Singeton Management Limited

Liping Gao

Yuxiang Qi

Yanli Xu

(Names of Persons Filing Statement)

Common Shares, par value $0.001 per share

(Title of Class of Securities)

G2118P102

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

☒ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Table of Contents

Neither the SEC nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.

INTRODUCTION

This Amendment No. 3 (this “Final Amendment”) to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) China Customer Relations Centers, Inc., a BVI business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), the issuer of the shares, par value $0.001 per share (each, a “Share”), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Taiying Group Ltd., a BVI business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”); (c) Taiying International Inc., a BVI business company with limited liability incorporated under the laws of the British Virgin Islands (“Merger Sub”); (d) Mr. Zhili Wang, the founder, chairman of the board of directors of the Company (the “Board”) and chief executive officer of the Company (the “Chairman”), (e) Mr. Debao Wang, a director and chief financial officer of the Company; (f) Mr. Guoan Xu, a director and vice president of the Company; (g) Mr. Qingmao Zhang; (h) Mr. Long Lin; (i) Mr. Jishan Sun; (j) TAISHANBPO1 Holdings Limited, a BVI business company with limited liability and wholly-owned by the Chairman (“TAISHANBPO1”); (k) TAISHANBPO2 Holdings Limited, a BVI business company with limited liability and wholly-owned by Mr. Debao Wang (“TAISHANBPO2”); (l) TAISHANBPO3 Holdings Limited, a BVI business company with limited liability and wholly-owned by Mr. Guoan Xu (“TAISHANBPO3”); (m) TAISHANBPO4 Holdings Limited, a BVI business company with limited liability and wholly-owned by Mr. Qingmao Zhang (“TAISHANBPO4”); (n) TAISHANBPO5 Holdings Limited, a BVI business company with limited liability and wholly-owned by Mr. Long Lin (“TAISHANBPO5”); (o) TAISHANBPO6 Holdings Limited, a BVI business company with limited liability and wholly-owned by Mr. Jishan Sun (“TAISHANBPO6”); (p) Harford Equity Limited, an international business company incorporated in the Republic of Seychelles beneficially owned by Mr. Yipeng Wang; (q) Sainsberry Limited, an international business company incorporated in the Republic of Seychelles beneficially owned by Mr. Ruixiu Wang; (r) Mr. Qiaolin Wang; (s) Ms. Yan Lyu; (t) Mr. Xianghui Li; (u) Singeton Management Limited, a private company with limited liability incorporated in Hong Kong beneficially owned by Ms. Ning Zou; (v) Mr. Liping Gao; (w) Ms. Yuxiang Qi; (x) Ms. Yanli Xu; (y) Mr. Yipeng Wang; (z) Mr. Ruixiu Wang; (aa) Ms. Ning Zou; (bb) Wilstein Limited, an international business company incorporated in the Republic of Seychelles beneficially owned by Mr. Lin Long; and (cc) Telecare Global Services Limited, a BVI business company beneficially owned by Mr. Jishan Sun. Filing Persons (b) through (cc) are collectively referred to herein as the “Buyer Group”. Filing persons (d) through (i), and (p) through (cc) are collectively referred to as the “Rollover Shareholders”. The Chairman, Mr. Debao Wang, Mr. Guoan Xu, Mr. Qingmao Zhang, Mr. Long Lin and Mr. Jishan Sun are collectively referred to as the “Guarantors”.

This Transaction Statement relates to the agreement and plan of merger dated as of March 12, 2021, among Parent, Merger Sub and the Company (the “merger agreement”) providing for the merger of Merger Sub with and into the Company (the “merger”) in accordance with the British Virgin Islands Business Companies Act (as amended, the “BVI Business Companies Act”), with the Company continuing as the surviving company (the “surviving company”) after the merger as a wholly-owned subsidiary of Parent.

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Transaction Statement.  

Item 15 Additional Information

Item 15(c) is hereby amended and supplemented as follows:

On June 18, 2021, at 9:00 a.m. (Beijing Time), an extraordinary general meeting of the shareholders of the Company was held at the Company’s office at 1366 Zhongtianmen Dajie, Xinghuo Science and Technology Park, High-tech Zone, Taian City, Shandong Province, 271000, People’s Republic of China. At the extraordinary general meeting, the shareholders of the Company voted to authorize and approve the merger agreement, the plan of merger substantially in the form attached as Exhibit A to the merger agreement (the “plan of merger”) and the transactions contemplated by the merger agreement, including the merger, and authorized each of the members of the Special Committee of the board of directors of the Company to do all things necessary to give effect to the merger agreement, the plan of merger and the transactions contemplated thereby, including the merger.

On July 6, 2021 (British Virgin Islands Time), the Company and Merger Sub filed the plan of merger with the Registrar of Corporate Affairs of the British Virgin Islands, pursuant to which the merger became effective on July 6, 2021. As a result of the merger, the Company ceased to be a publicly-traded company and became wholly-owned by Parent.

At the effective time of the merger (the “Effective Time”), each Share, issued and outstanding immediately prior to the Effective Time, other than (a) Shares beneficially owned by the Rollover Shareholders (the “Rollover Shares”), (b) Shares owned by Parent, Merger Sub, the Company (as treasury, if any) or any of their respective subsidiaries immediately prior to the Effective Time, (c) Shares reserved (but not yet allocated) by the Company for settlement upon exercise or vesting of company share awards immediately prior to the Effective Time, (d) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under the BVI Business Companies Act (the “Dissenting Shares”) (Shares described under (a) through (d) above are collectively referred to herein as the “Excluded Shares”), has been cancelled in exchange for the right to receive $6.50 in cash per Share without interest and net of any applicable withholding taxes. Each of the Excluded Shares other than Dissenting Shares has been cancelled for no consideration. Each of the Dissenting Shares has been cancelled and each holder thereof is entitled to receive only the payment of the fair value of such Dissenting Shares in accordance with the BVI Business Companies Act.

In addition, at the Effective Time, the Company terminated the Company’s 2018 Share Incentive Plan (the “Share Incentive Plan”) and any relevant award agreements entered into under the Share Incentive Plan.

As a result of the merger, the Shares will no longer be listed on any securities exchange or quotation system, including the Nasdaq Capital Market (“NASDAQ”). On July 6, 2021, at the Company’s request, NASDAQ filed a Form 25 with the SEC notifying the SEC of the delisting of its Shares on the NASDAQ and the deregistration of the Company’s registered securities. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. In addition, the Company intends to suspend its reporting obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC in ten days. The Company’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person has produced any disclosure with respect to any other Filing Person.

* Previously filed

Signatures

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 7, 2021

Exhibit Index

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