Morningstar® Document Research ℠ FORM 20-F Country Style Cooking Restaurant Chain Co., Ltd. - CCSC Filed: April 17, 2014 (period: December 31, 2013) Annual and transition report of foreign private issuers under sections 13 or 15(d) The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report . For the transition period from to Commission file number 001-34869 Country Style Cooking Restaurant Chain Co., Ltd. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Cayman Islands (Jurisdiction of incorporation or organization) No. 19 Yunshan South Road Yubei District, Chongqing People’s Republic of China (Address of principal executive offices) Adam J. Zhao, Chief Financial Officer Telephone: +86-23-8866-8866 Email: [email protected] Facsimile: +86-23-8687-3700 No. 19 Yunshan South Road Yubei District, Chongqing People’s Republic of China (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered American depositary shares, each The New York Stock Exchange representing four ordinary shares, par value US$0.001 per share The New York Stock Exchange* Ordinary shares, par value US$0.001 per share* * Not for trading, but only in connection with the listing on The New York Stock Exchange of American depositary shares (“ADSs”). Source: Country Style Cooking Restaurant Chain Co., Ltd., 20-F, April 17, 2014 Powered by Morningstar® Document Research℠ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Source: Country Style Cooking Restaurant Chain Co., Ltd., 20-F, April 17, 2014 Powered by Morningstar® Document Research℠ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 106,296,674 ordinary shares, par value US$0.001 per share, as of December 31, 2013. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. o Yes x No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer o Accelerated filer o Non-accelerated filer x Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP x International Financial Reporting Standards as issued Other o by the International Accounting Standards Board o If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. o Item 17 o Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yes o No Source: Country Style Cooking Restaurant Chain Co., Ltd., 20-F, April 17, 2014 Powered by Morningstar® Document Research℠ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents TABLE OF CONTENTS INTRODUCTION 1 FORWARD-LOOKING STATEMENTS 1 PART I 2 Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 Item 4. Information on the Company 25 Item 5. Operating and Financial Review and Prospects 42 Item 6. Directors, Senior Management and Employees 56 Item 7. Major Shareholders and Related Party Transactions 67 Item 8. Financial Information 68 Item 9. The Offer and Listing 68 Item 10. Additional Information 69 Item 11. Quantitative and Qualitative Disclosures About Market Risk 78 Item 12. Description of Securities Other than Equity Securities 79 PART II 81 Item 13. Defaults, Dividend Arrearages and Delinquencies 81 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 81 Item 15. Controls and Procedures 82 PART III 85 Item 17. Financial Statements 85 Item 18. Financial Statements 85 Item 19. Exhibits 85 SIGNATURES 87 i Source: Country Style Cooking Restaurant Chain Co., Ltd., 20-F, April 17, 2014 Powered by Morningstar® Document Research℠ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents INTRODUCTION In this annual report, except where the context otherwise requires: · “China” or “PRC” refers to the People’s Republic of China, excluding Taiwan, Hong Kong and Macau; · “CSC Cayman” refers to Country Style Cooking Restaurant Chain Co., Ltd.; · “CSC China” refers to Country Style Cooking (Chongqing) Investment Co., Ltd.; · “CSC Hong Kong” refers to Country Style Cooking International Restaurant Chain Group, Ltd.; · “we,” “us,” “our company,” “our” and “Country Style Cooking” refer to CSC Cayman and its subsidiaries; · “shares” or “ordinary shares” refers to our ordinary shares, par value $0.001 per share, and “Series A preferred shares” refers to our Series A convertible preferred shares, par value $0.001 per share, which were automatically converted into ordinary shares upon the completion of our company’s initial public offering in September 2010; · “ADSs” refers to our American depositary shares, each of which represents four ordinary shares; · “U.S. GAAP” refers to accounting principles generally accepted in the United States; · “average table turnover per day” refers to the total number of receipts provided by our restaurants upon sales, divided by the total number of tables at these restaurants and the number of days such restaurants are open for business in a given period; · “RMB” or “Renminbi” refers to the legal currency of China; “$,” “dollars,” “US$” and “U.S. dollars” refer to the legal currency of the United States; and · all discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.