SC 13G/A 1 a13-4571_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

E-House (China) Holdings Limited

(Name of Issuer)

Ordinary shares of par value of $0.001 per share

(Title of Class of Securities)

026852W10

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

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 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).

 


 

 

1

Names of Reporting Persons
Neil Nanpeng Shen

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Hong Kong

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
5,685,671 ordinary shares. See Item 4.

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,935,671 ordinary shares

 

8

Shared Dispositive Power
3,750,000 ordinary shares.  See Item 4.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,685,671 ordinary shares

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
4.8%

 

 

12

Type of Reporting Person
IN

 

2


 

Item 1(a).

Name of Issuer:


E-House (China) Holdings Limited

Item 1(b).

Address of Issuer’s Principal Executive Offices:

17/F, East Tower

No. 333 North Chengdu Road

Shanghai 200041

People’s Republic of China

 

Item 2(a).

Name of Person Filing:


Neil Nanpeng Shen

Item 2(b).

Address of Principal Business Office, or, if none, Residence:

Neil Nanpeng Shen

Suite 2215, Two Pacific Place

88 Queensway Road

Hong Kong

Item 2(c).

Citizenship:

Neil Nanpeng Shen — Hong Kong

Item 2(d).

Title of Class of Securities:

Ordinary shares of par value of $0.001 per share

Item 2(e).

CUSIP NO.:

26852W10

 

Item 3.

Not applicable

 

3


 

Item 4.

Ownership

 

The following information with respect to the ownership of the ordinary shares of par value of $0.001 per share of E-House (China) Holdings Limited (the “Issuer”) by the reporting person is provided as of December 31, 2012:

 

Reporting Person

 

Amount
beneficially
owned:

 

Percent
of class:

 

Sole power to
vote or direct
the vote:

 

Shared power
to vote or to
direct the
vote:

 

Sole power to
dispose or to
direct the
disposition of:

 

Shared power
to dispose or
to direct the
disposition of:

 

Neil Nanpeng Shen

 

5,685,671

 

4.8

%

5,685,671

 

0

 

1,935,671

 

3,750,000

 

 

 

The 5,685,671 ordinary shares of the Issuer beneficially owned by Mr. Neil Nanpeng Shen comprise the following:

 

(i)      3,750,000 ordinary shares directly held by Smart Create Group Limited (“Smart Create”), a British Virgin Islands company.  Mr. Neil Nanpeng Shen controls Smart Create by holding 62.5% of the shares in Smart Create and through voting proxies granted to him by shareholders who collectively own the other 37.5% of the shares in Smart Create;

 

(ii)     1,800,423 ordinary shares directly held by Smart Master International Limited, a British Virgin Islands company solely owned and controlled by Mr. Shen;

 

(iii)    16,666 ordinary shares that Mr. Shen personally held as of December 31, 2012; and

 

(iv)    118,582 ordinary shares that Mr. Shen has the right to acquire upon exercise of options within 60 days after December 31, 2012.

 

Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Shen may be deemed to beneficially own a total of 5,685,671 ordinary shares of the Issuer. Mr. Shen disclaims beneficial ownership of the ordinary shares owned by Smart Create except to the extent of his pecuniary interest therein.

 

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  x Yes

 

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 or Control Person

 

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.

Certifications

 

Not applicable

 

4


 

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: February 7, 2013

 

 

Neil Nanpeng Shen

/s/ Neil Nanpeng Shen

 

Neil Nanpeng Shen

 

5