Scheduled 13D/Amendment No. 1

0000950123-11-093756.txt : 20111101 0000950123-11-093756.hdr.sgml : 20111101 20111101063000 ACCESSION NUMBER: 0000950123-11-093756 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20111101 DATE AS OF CHANGE: 20111101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Real Estate Information Corp CENTRAL INDEX KEY: 0001472353 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85084 FILM NUMBER: 111169698 BUSINESS ADDRESS: STREET 1: NO.383 GUANGYAN ROAD CITY: SHANGHAI STATE: F4 ZIP: 200072 BUSINESS PHONE: (86-21) 6086-8099 MAIL ADDRESS: STREET 1: NO.383 GUANGYAN ROAD CITY: SHANGHAI STATE: F4 ZIP: 200072 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: E-HOUSE (CHINA) HOLDINGS LTD CENTRAL INDEX KEY: 0001405658 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 17/F MERCHANDISE HARVEST BUILDING (EAST) STREET 2: NO. 333 NORTH CHENGDU ROAD CITY: SHANGHAI STATE: F4 ZIP: 200041 BUSINESS PHONE: (86-21) 5298 0808 MAIL ADDRESS: STREET 1: 17/F MERCHANDISE HARVEST BUILDING (EAST) STREET 2: NO. 333 NORTH CHENGDU ROAD CITY: SHANGHAI STATE: F4 ZIP: 200041 SC 13D/A 1 c23989sc13dza.htm SCHEDULED 13D/AMENDMENT NO. 1 Scheduled 13D/Amendment No. 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

China Real Estate Information Corporation

(Name of Issuer)

Ordinary Shares, par value $0.0002

(Title of Class of Securities)

16948Q103

(CUSIP Number)

Li-Lan Cheng
E-House (China) Holdings Limited
17/F, Merchandise Harvest Building (East)
No. 333 North Chengdu Road
Shanghai 200041
The People’s Republic of China
Phone: +86 21 6133 0808
Facsimile: +86 21 6133 0707

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

With a copy to:
Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
Phone: (852) 3740-4700

October 28, 2011

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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.		16948Q103

NAMES OF REPORTING PERSONS

E-House (China) Holdings Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC, OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

75,939,975 ordinary shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

75,939,975 ordinary shares

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

75,939,975 ordinary shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

54.1%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Introductory Note:

This amendment No.1 to Statement on Schedule 13D (the “Amendment No. 1”) is being filed by E-House (China) Holdings Limited (“E-House”) with respect to its beneficial ownership of shares of China Real Estate Information Corporation, a company organized under the laws of the Cayman Islands (the “Company”). This Amendment No. 1 amends and supplements the Schedule 13D filed by E-House with the Securities and Exchange Commission on December 11, 2009 (the “Original Schedule 13D”). Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Original Schedule 13D.

Item 1. Security and Issuer.

This Amendment No. 1 relates to the ordinary shares, par value $0.0002 per share (the “Shares”), of the Company, whose principal executive offices are located at No. 383 Guangyan Road, Shanghai 200072, the People’s Republic of China.

Item 2. Identity and Background.

This Amendment No. 1 is being filed by E-House. E-House provides a wide range of services to the real estate industry in China, including primary sales agency, secondary brokerage, information and consulting, online, advertising, promotional events and investment management services. The principal executive offices of E-House are located at 17/F, Merchandise Harvest Building (East), No. 333 North Chengdu Road, Shanghai 200041, the People’s Republic of China. The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of E-House are set forth on Schedule A hereto and are incorporated herein by reference.

During the last five years, neither E-House nor, to the best of its knowledge, any of the persons listed on Schedule A hereto 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 Consideration.

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On October 28, 2011, E-House submitted a preliminary non-binding written proposal to the Company’s board of directors. In the proposal, E-House proposed to acquire through a merger all the outstanding Shares of the Company that are not owned by E-House, with a fixed consideration consisting of $1.60 cash and 0.6 E-House shares for each Share of the Company (the “Proposed Merger”). E-House intends to finance the Proposed Merger by using its own existing cash balance and through its own equity.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended in its entirety by the following:

On October 28, 2011, E-House submitted a preliminary non-binding written proposal to the Company’s board of directors for the Proposed Merger. A copy of the proposal is attached hereto as Exhibit A. The description of the proposal contained herein is qualified in its entirety by reference to Exhibit A, which is incorporated herein by reference.

In the proposal, E-House proposed to form a wholly-owned single purpose subsidiary that would merge with and into the Company to effectuate the Proposed Merger, and to acquire all of the outstanding Shares of the Company that are not owned by E-House, with a fixed consideration consisting of $1.60 cash and 0.6 E-House shares for each Share of the Company. E-House also stated in the proposal that it is not interested in disposing of any of the Company shares owned by E-House.

The Proposed Merger is subject to a number of conditions, including, among other things: (1) the satisfactory completion of due diligence on the Company, and (2) the negotiation and execution of definitive documents with representations, warranties, covenants and conditions typical and appropriate for transactions of this type.

The proposal does not constitute a binding agreement. E-House may modify its proposal in any way as a result of negotiations or to withdraw the proposal at any time. Either E-House or the Company may at any time prior to the execution of definitive documents decide not to pursue the Proposed Merger. There can be no assurance that any agreement will be executed or that the Proposed Merger or any other transaction will receive necessary approvals or be consummated.

As of the date hereof, E-House beneficially owns an aggregate of 75,939,975 Shares of the Company, representing 54.1% of the total outstanding Shares of the Company. Assuming the successful consummation of the Proposed Merger, the Company would become a wholly-owned subsidiary of E-House, and its shares would no longer be traded on the NASDAQ Global Select Market and would cease to be registered under Section 12 of the Securities Exchange Act of 1934.

Except as set forth herein, E-House has no present plans or proposals that relate to or would result in any of the transactions described in other paragraphs of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is hereby amended in its entirety by the following:

The responses to Rows (7) through (13) of the cover pages of this Amendment No. 1 are hereby incorporated by reference in this Item 5. The information with respect to Shares that may be deemed to be beneficially owned by each director and officer of E-House is set forth on Schedule B hereto, which is incorporated herein by reference.

E-House beneficially owns an aggregate of 75,939,975 Shares of the Company, consisting of 74,555,555 ordinary shares and 1,384,420 ordinary shares in the form of ADSs, which represent 54.1% of the total outstanding Shares of the Company.

Except as disclosed in this Amendment No .1 (including in the schedules attached hereto), neither E-House nor, to the best of its knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Shares or has the right to acquire any Shares.

Except as disclosed in this Amendment No .1, neither E-House nor, to the best of its knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Shares that they may be deemed to beneficially own.

Except as disclosed in this Amendment No .1, neither E-House nor, to the best of its knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Shares during the past 60 days.

To the best knowledge of E-House, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by E-House.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 3 and 4 above is hereby incorporated by reference in this Item 6.

Except as described in the Original Schedule 13D or in this Amendment No.1 or incorporated by reference in this Amendment No.1, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between E-House or, to the best of its knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.


Exhibit No.		Description

A		Proposal to the Board of Directors of China Real Estate Information Corporation dated October 28, 2011

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.

Dated: November 1, 2011


E-House (China) Holdings Limited
By:	/s/ Li-Lan Cheng
	Name:	Li-Lan Cheng
	Title:	Chief Financial Officer

SCHEDULE A

Directors and Executive Officers of E-House


	Position with	Present Principal
Name	E-House	Occupation	Business Address	Citizenship

Xin Zhou	Executive Chairman	*	**	P.R. China

Jianjun Zang	Acting Chief Executive Officer and Director	*	**	P.R. China

Neil Nanpeng Shen	Director	Founding Partner of Sequoia Capital China Advisors (Hong Kong) Limited	Suite 2215, 22/F, Two Pacific Place, 88 Queensway Road, Hong Kong	Hong Kong

Canhao Huang	Director	*	**	P.R. China

Bing Xiang	Independent Director	Professor and Dean of Cheung Kong Graduate School of Business	**	Hong Kong

Hongchao Zhu	Independent Director	Managing Partner of Shanghai United Law Firm	**	P.R. China

May Wu	Independent Director	Chief Financial Officer of Home Inns & Hotels Management Inc.	**	U.S.

Jeffrey Zhijie Zeng	Independent Director	Founding Managing Partner of Kaixin Investment	**	P.R. China

Yunchang Gu	Independent Director	Vice President of China Real Estate and Housing Research Association	**	P.R. China

Li-Lan Cheng	Chief Financial Officer	*	**	U.S.


*		The present principal occupation is the same with his/her position with E-House.

**		17/F, Merchandise Harvest Building (East), No. 333 North Chengdu Road, Shanghai 200041, the People’s Republic of China.

SCHEDULE B

Shares Beneficially Owned by the Directors and Executive Officers of E-House


	Shares Beneficially Owned⁽¹⁾
	Number			%
Directors and Executive Officers

Xin Zhou		4,147,904	⁽²⁾		2.96	%

Jianjun Zang		49,998	⁽³⁾		0.04	%

Neil Nanpeng Shen		26,665	⁽³⁾		0.02	%

Canhao Huang		49,998	⁽³⁾		0.04	%

Bing Xiang		13,330	⁽³⁾		0.01	%

Hongchao Zhu		13,330	⁽³⁾		0.01	%

May Wu		20,000	⁽³⁾		0.01	%

Jeffrey Zhijie Zeng		13,330	⁽³⁾		0.01	%

Yunchang Gu		13,330	⁽³⁾		0.01	%

Li-Lan Cheng		150,000			0.11	%


(1)		For each person included in this table, percentage of beneficial ownership is calculated by dividing the number of shares beneficially owned by such person by the sum of the number of Shares outstanding and either the number of Shares underlying share options held by such person that are exercisable within 60 days or the number of restricted shares held by such person that will be vested within 60 days, as the case may be. The total number of Shares outstanding as of October 28, 2011 is 140,281,897.

(2)		Represent 3,200,000 ADSs and options to purchase 947,904 Shares that are exercisable within 60 days.

(3)		Represent options to purchase Shares that are exercisable within 60 days.

EX-99.A 2 c23989exv99wa.htm EXHIBIT A Exhibit A

Exhibit A

[E-House (China) Holdings Limited Letterhead]

October 28, 2011

Board of Directors
China Real Estate Information Corporation (“CRIC”)
No. 383 Guangyan Road
Shanghai 200072
People’s Republic of China

Re: Merger Proposal

Dear CRIC Directors:

E-House (China) Holdings Limited (“E-House”) is pleased to submit this preliminary non-binding proposal to acquire all the outstanding shares of CRIC that are not owned by E-House through a merger (the “Merger”). We believe the proposed Merger could have substantial benefits for both companies, and that our understanding of CRIC’s business puts us in a unique position to move forward quickly and provide a high degree of certainty. A summary of our proposal is as follows:

1.		Merger Structure

		E-House would form a wholly-owned single purpose subsidiary that would merge with and into CRIC to effectuate the Merger.

2.		Consideration

		We propose a fixed consideration consisting of: (a) 0.6 E-House ordinary shares and (b) US$1.60, for each outstanding CRIC share not owned by E-House. CRIC’s shareholders would have the option of receiving either ordinary shares or American Depositary Shares (“ADSs”) of E-House, each representing one ordinary share of E-House. Based on the closing trading price of E-House ADSs of $8.36 per ADS ($8.36 per share) on October 27, 2011 (last trading day before this letter) as shown on NYSE’s official website, our proposal represents an implied value of $6.62 per CRIC ADS ($6.62 per CRIC share). This amounts to a 23% premium to CRIC ADS closing trading price on October 27, 2011 as shown on NASDAQ’s official website.

3.		Conditions to the Merger

		We are prepared to commence the necessary due diligence immediately, and concurrently proceed with the preparation and negotiation of definitive documents in connection with the Merger (“Definitive Documents”). As CRIC is our majority-owned consolidated subsidiary, the scope of our due diligence will be substantially limited, and we can complete our due diligence for the Merger promptly. Definitive Documents will provide for representations, warranties, covenants and conditions typical and appropriate for transactions of this type. This proposal is of course subject to the satisfactory completion of due diligence, as well as the execution of Definitive Documents.

4.		Process

		We believe that the proposed Merger will provide fair value to CRIC’s shareholders, and will receive their strong support. However, given E-House’s position as a majority shareholder of CRIC, we recognize it is prudent and in the best interest of all concerned for the independent members of CRIC’s board of directors to independently evaluate the proposed Merger, which will require the retention of independent financial and legal advisors to assist them. E-House has no interest in disposing of any of its CRIC shares at this time.

5.		No Binding Commitment

		This letter does not constitute a binding agreement of E-House or any of its affiliates. No party shall be bound in any way in connection with the proposed Merger (including with respect to any obligation to negotiate) until the parties execute Definitive Documents, and then shall be bound only in accordance with the terms of Definitive Documents. Until Definitive Documents are executed and delivered by all parties thereto, neither E-House nor any of its affiliates will be under any obligation or have any liability to CRIC or any other party.

* * *

We look forward to your response to this proposal. Please feel free to contact me if you would like to discuss further any aspect of our proposal.


Sincerely yours, E-House (China) Holdings Limited
By:	/s/ Xin Zhou
	Name:	Xin Zhou
	Title:	Executive Chairman