0001013594-15-000114.txt : 20150218 0001013594-15-000114.hdr.sgml : 20150216 20150217123423 ACCESSION NUMBER: 0001013594-15-000114 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 SUBJECT COMPANY: 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83544 FILM NUMBER: 15620008 BUSINESS ADDRESS: STREET 1: QIUSHI BUILDING, 11/F STREET 2: NO. 383 GUANGYAN ROAD, ZHABEI DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 200072 BUSINESS PHONE: (86-21) 5298 0808 MAIL ADDRESS: STREET 1: QIUSHI BUILDING, 11/F STREET 2: NO. 383 GUANGYAN ROAD, ZHABEI DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 200072 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kylin Management LLC CENTRAL INDEX KEY: 0001512384 IRS NUMBER: 203886517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 366 MADISON AVENUE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-323-8115 MAIL ADDRESS: STREET 1: 366 MADISON AVENUE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 ehouse13ga-021715.htm FEBRUARY 17, 2015 ehouse13ga-021715.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13G
(RULE 13D - 102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
 
(Amendment No. 1)*
 
E-House (China) Holdings Limited
(Name of Issuer)
 
Ordinary shares, par value US$0.001 per share
(Title of Class of Securities)
 
26852W103
(CUSIP Number)
 
December 31, 2014
(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)
 
[x]           Rule 13d-1(c)
 
[ ]           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 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 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).
 

 
 

 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Kylin Offshore Master Fund 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
   
 
6,303,280
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
6,303,280
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
6,303,280
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.4%
   
12.
TYPE OF REPORTING PERSON
   
 
OO

 

 
 

 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Kylin Offshore Long Master Fund 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
   
 
14,816
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
14,816
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
14,816
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
OO

 

 
 

 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Kylin Management LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
8,222,722
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
8,222,722
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
8,222,722
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
5.8%
   
12.
TYPE OF REPORTING PERSON
   
 
IA

 

 

 

 
 

 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Kylin Capital LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
14,816
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
14,816
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
14,816
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
IA

 

 
 

 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Ted Kang
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
8,237,538
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
8,237,538
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
8,237,538
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
5.8%
   
12.
TYPE OF REPORTING PERSON
   
 
IN, HC

 

 
 

 

This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of December 31,2014.
 
Item 1(a).
Name of Issuer:
 
E-House (China) Holdings Limited (the “Issuer”)
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
Qiushi Building, 11/F
No.383 Guangyan Road, Zhabei District
Shanghai 200072
People’s Republic of China

Item 2(a).
Name of Persons Filing:
 
The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):
 
-  
Kylin Offshore Master Fund Ltd. (“Offshore Fund”)

-  
Kylin Offshore Long Master Fund Ltd. (“Offshore Long Fund”)

-  
Kylin Capital LLC (“Kylin Long Management”)

-  
Kylin Management LLC (“Kylin Management”)

-  
Mr. Ted Kang (“Mr. Kang”)

 
Kylin Management is the investment manager of the Offshore Fund and other accounts it separately manages (the “Separately Managed Accounts”).  Mr. Kang is the manager of Kylin Management.  Kylin Management and Mr. Kang may each be deemed to have voting and dispositive power with respect to the Common Shares (as defined below) held by the Offshore Fund and the Separately Managed Accounts.
 
Kylin Long Management is the investment manager of the Offshore Long Fund.  Mr. Kang is the manager of Kylin Long Management.  Kylin Long Management and Mr. Kang may each be deemed to have voting and dispositive power with respect to the Common Shares held by the Offshore Long Fund.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
The business address of each of Kylin Management, Kylin Long Management and Mr. Kang is 366 Madison Avenue, 16th Floor, New York, New York 10017.
 
The business address of the Offshore Fund and Offshore Long Fund is c/o Citco (Canada) Inc. 2 Bloor Street, Suite 2700, Toronto, Ontario M4W 1A8, Canada.
 
Item 2(c).
Citizenship:
 
Mr. Kang is a citizen of the United States.
 
Kylin Management and Kylin Long Management are each a limited liability company formed under the laws of the State of Delaware.
 
The Offshore Fund and the Offshore Long Fund are each a company formed under the laws of the Cayman Islands.
 
Item 2(d).
Title of Class of Securities:
 
Ordinary shares, par value $0.001 per share (the “Common Shares”)
 
Item 2(e).
CUSIP Number:
 
26852W103
 
 
 
 

 
 
Item 3.
If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
 
(a)
[ ]
Broker or dealer registered under Section 15 of the Exchange Act.
       
 
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
 
(c)
[ ]
Insurance company defined in Section 3(a)(19) of the Exchange Act.
       
 
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
       
 
(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.
       
 
(i)
[ ]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
 
(j)
[ ]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)           Amount beneficially owned:
 
 
(i)
The Offshore Fund individually beneficially owns 6,303,280  Common Shares.
 
 
(ii)
The Offshore Long Fund individually beneficially owns 14,816 Common Shares.
 
 
(iii)
Kylin Management, as the investment manager of the Offshore Fund, may be deemed to beneficially own the 6,303,280 Common Shares beneficially owned by the Offshore Fund and an additional 1,919,442 Common Shares held in the Separately Managed Accounts.
 
 
(vi)
Kylin Long Management, as the investment manager of the Offshore Long Fund, may be deemed to beneficially own the 14,816 Common Shares beneficially owned by the Offshore Long Fund.
 
 
(v)
Mr. Kang may be deemed to be the beneficial owner of the Common Shares beneficially owned by Kylin Management and Kylin Long Management.
 
 
(vi)
Collectively, the Reporting Persons beneficially own 8,237,538 Common Shares.
 
(b)  
Percent of Class:
 
(i)  
The Offshore Fund’s individual beneficial ownership of 6,303,280 Common Shares represents 4.4% of all of the outstanding Common Shares.

(ii)  
The Offshore Long Fund’s individual beneficial ownership of 14,816 Common Shares represents less than 1% of all of the outstanding Common Shares.

(iii)  
Kylin Management’s and Mr. Kang’s beneficial ownership of 8,222,722 Common Shares represents 5.8% of all of the outstanding Common Shares.

(iv)  
Kylin Long Management’s beneficial ownership of 14,816 Common Shares represents less than 1% of all of the outstanding Common Shares.

(v)  
Ted Kang’s beneficial ownership of 8,237,538 Common Shares represents 5.8 % of all of the outstanding Common Shares.

(vi)  
Collectively, the Reporting Persons’ beneficial ownership of 8,237,538 Common Shares represents 5.8% of all of the outstanding Common Shares.

The aggregate percentage of Common Shares reported owned by each person named herein is based upon 142,078,920 shares of Common Shares outstanding as of December 3, 2014, which is the total number of shares of Common Shares outstanding as reported in Exhibit 99.2 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on December 4, 2014.

 
(c)
Number of shares as to which such person has:
 
(i)           Sole power to vote or to direct the vote of Common Stock:
 
Not applicable.
 
(ii)           Shared power to vote or to direct the vote of Common Stock:
 
The Offshore Fund, Kylin Management and Mr. Kang have shared power to vote or direct the vote of the 6,303,280 Common Shares individually beneficially owned by the Offshore Fund.
 
The Offshore Long Fund, Kylin Long Management and Mr. Kang have shared power to vote or direct the vote of the 14,816 Common Shares individually beneficially owned by the Offshore Long Fund.
 
Kylin Management and Mr. Kang have shared power to vote or direct the vote of the 1,919,442 Common Shares held in the Separately Managed Accounts.
 
(iii)           Sole power to dispose or to direct the disposition of Common Stock:
 
                 Not applicable.
 
 
 
 

 
 
 
(iv)           Shared power to dispose or to direct the disposition of Common Stock:
 
The Offshore Fund, Kylin Management and Mr. Kang have shared power to dispose or direct the disposition of the 6,303,280 Common Shares individually beneficially owned by the Offshore Fund.
 
The Offshore Long Fund, Kylin Long Management and Mr. Kang have shared power to dispose or direct the disposition of the 14,816 Common Shares individually beneficially owned by the Offshore Long Fund
 
Kylin Management and Mr. Kang have shared power to dispose or direct the disposition of the 1,919,442 Common Shares held in the Separately Managed Accounts.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have 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.
 
See Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission on March 14, 2014.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certification.
 
By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 

 
 

 

SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
 
Dated:  February 17, 2015
 
 
KYLIN OFFSHORE MASTER FUND LTD.
 
By: Kylin Management LLC, as Investment Manager
 
 
By:  /s/ Paul Guggenheimer
                                                            Paul Guggenheimer, Chief Financial Officer
 
KYLIN OFFSHORE LONG MASTER FUND LTD.
 
By: Kylin Capital LLC, as Investment Manager
 

 
By:  /s/ Paul Guggenheimer
                                                            Paul Guggenheimer, Chief Financial Officer
 
KYLIN MANAGEMENT LLC
 
 
By:  /s/ Paul Guggenheimer
                                            Paul Guggenheimer, Chief Financial Officer
 
 
KYLIN CAPITAL LLC
 
 
By:  /s/ Paul Guggenheimer
             Paul Guggenheimer, Chief Financial Officer
 
 
/s/ Paul Guggenheimer
     Paul Guggenheimer, as Attorney-in-Fact
                                     For Ted Kang