SC 13G/A 1 a13-4422_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

Xin Zhou

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

5

SOLE VOTING POWER

 

2,547,428 ordinary shares.

6

SHARED VOTING POWER

 

22,422,100 ordinary shares. See Item 4.

7

SOLE DISPOSITIVE POWER

 

2,547,428 ordinary shares.

8

SHARED DISPOSITIVE POWER

 

22,422,100 ordinary shares. See Item 4.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

24,989,528 ordinary shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

20.7%

12

TYPE OF REPORTING PERSON

 

IN

 

2



 

1

NAMES OF REPORTING PERSONS

Jun Heng Investment Limited

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

5

SOLE VOTING POWER

 

9,977,300 ordinary shares. See Item 4.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

9,977,300 ordinary shares. See Item 4.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,977,300 ordinary shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.4%

12

TYPE OF REPORTING PERSON

 

CO

 

3



 

1

NAMES OF REPORTING PERSONS

On Chance Inc.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

5

SOLE VOTING POWER

 

12,464,800 ordinary shares. See Item 4.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

12,464,800 ordinary shares. See Item 4.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,464,800 ordinary shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.5%

12

TYPE OF REPORTING PERSON

 

CO

 

4



 

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:

 

 

Xin Zhou

Jun Heng Investment Limited

On Chance Inc.

 

 

Item 2(b).

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

 

 

Xin Zhou

E-House (China) Holdings Limited

17/F, East Tower

No. 333 North Chengdu Road

Shanghai 200041

People’s Republic of China

 

Jun Heng Investment Limited

c/o Xin Zhou

E-House (China) Holdings Limited

17/F, East Tower

No. 333 North Chengdu Road Shanghai 200041

People’s Republic of China

 

On Chance Inc.

c/o Xin Zhou

E-House (China) Holdings Limited

17/F, East Tower

No. 333 North Chengdu Road

Shanghai 200041

People’s Republic of China

 

 

Item 2(c).

Citizenship:

 

 

Xin Zhou – People’s Republic of China

Jun Heng Investment Limited – British Virgin Islands

On Chance Inc. – British Virgin Islands

 

 

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

 

5



 

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 each of the reporting persons 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:

 

Xin Zhou

 

24,989,528

 

20.7

%

2,547,428

 

22,422,100

 

2,547,428

 

22,422,100

 

Jun Heng Investment Limited

 

9,977,300

 

8.4

%

9,977,300

 

0

 

9,977,300

 

0

 

On Chance Inc.

 

12,464,800

 

10.5

%

12,464,800

 

0

 

12,464,800

 

0

 

 

The 24,989,528 ordinary shares of the Issuer beneficially owned by Mr. Xin Zhou comprise (i) 66,666 ordinary shares Mr. Zhou personally held as of December 31, 2012; (ii) 9,977,300 ordinary shares beneficially owned by Jun Heng Investment Limited as described below, (iii) 12,464,800 ordinary shares beneficially owned by On Chance Inc. as described below, and (iv) 2,480,762 ordinary shares that Mr. Zhou has the right to acquire upon exercise of options within 60 days after December 31, 2012.

 

Jun Heng Investment Limited, a British Virgin Islands company, directly holds 9,665,000 ordinary shares of the Issuer and 312,300 American depositary shares representing 312,300 ordinary shares of the Issuer. On Chance Inc., a company controlled by Mr. Zhou as described below, holds 51.54% of the shares of Jun Heng Investment Limited. Mr. Zhou is a director of Jun Heng Investment Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Zhou may be deemed to beneficially own all of the ordinary shares of the Issuer held by Jun Heng Investment Limited.

 

On Chance Inc., a British Virgin Islands company, directly holds 9,982,500 ordinary shares of the Issuer and 2,482,300 American depositary shares representing 2,482,300 ordinary shares of the Issuer. Mr. Xin Zhou holds 95% of the shares of On Chance Inc. and is the sole director of On Chance Inc. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Zhou may be deemed to beneficially own all of the ordinary shares of the Issuer held by On Chance Inc.

 

Mr. Zhou disclaims beneficial ownership of the ordinary shares owned by Jun Heng Investment Limited and On Chance Inc. except to the extent of his pecuniary interest therein.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable

 

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

 

6



 

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 5, 2013

 

Xin Zhou

/s/ Xin Zhou

 

Xin Zhou

 

 

 

Jun Heng Investment Limited

By:

/s/ Xin Zhou

 

Name:

Xin Zhou

 

Title:

Director

 

 

 

On Chance Inc.

By:

/s/ Xin Zhou

 

Name:

Xin Zhou

 

Title:

Director

 

7



 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement

 

8