0001104659-17-013268.txt : 20170302 0001104659-17-013268.hdr.sgml : 20170302 20170302085126 ACCESSION NUMBER: 0001104659-17-013268 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170302 DATE AS OF CHANGE: 20170302 GROUP MEMBERS: E-HOUSE HOLDINGS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Jupai Holdings Ltd CENTRAL INDEX KEY: 0001616291 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] 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: 005-89309 FILM NUMBER: 17657061 BUSINESS ADDRESS: STREET 1: YINLI BUILDING, 8/F STREET 2: 788 GUANGZHONG ROAD CITY: SHANGHAI STATE: F4 ZIP: 200072 BUSINESS PHONE: 86 21 6026-9003 MAIL ADDRESS: STREET 1: YINLI BUILDING, 8/F STREET 2: 788 GUANGZHONG ROAD CITY: SHANGHAI STATE: F4 ZIP: 200072 FORMER COMPANY: FORMER CONFORMED NAME: JUPAI INVESTMENT GROUP DATE OF NAME CHANGE: 20140808 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZHOU XIN CENTRAL INDEX KEY: 0001424981 FILING VALUES: FORM TYPE: SC 13D/A 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 a17-7494_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

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

 

JUPAI HOLDINGS LIMITED

(Name of Issuer)

 

Ordinary Shares, par value $0.0005 per share

(Title of Class of Securities)

 

G52141 101

(CUSIP Number)**

 

Xin Zhou

E-House Holdings Ltd.

c/o 11/F, Yinli Building

383 Guangyan Road

Jing’an District, Shanghai 200072

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
 +852 3740-4700

Haiping Li, Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP
 c/o JingAn Kerry Centre, Tower II, 46
th Floor
1539 Nanjing West Road
Shanghai, the People’s Republic of China
 +852 3740-4700

 

 

February 27, 2017

(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 §240.13d-7 for other parties to whom copies are to be sent.

* 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).

**This CUSIP number applies to the American depositary shares of the Issuer, each representing six Ordinary Shares. No CUSIP has been assigned to the Ordinary Shares.

 



 

CUSIP No.   

G52141 101

 

 

 

 

 

 

 

1

Names of Reporting Persons
Xin Zhou

2

Check the Appropriate Box if a Member of a Group

 

(a)

 o

 

(b)

 x

3

SEC Use Only

4

Source of Funds (See Instructions)
PF, OO

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

6

Citizenship or Place of Organization
Hong Kong S.A.R.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
68,580,859 Ordinary Shares 1

8

Shared Voting Power
0

9

Sole Dispositive Power
68,580,859 Ordinary Shares 1

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
68,580,859 Ordinary Shares 1

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

13

Percent of Class Represented by Amount in Row (11)
32.8% 2

14

Type of Reporting Person (See Instructions)
IN

 


1                                Include (i) 9,549,576 Ordinary Shares held by Turbo Chance Limited, which is wholly owned by Mr. Zhou, (ii) 3,660,671 Ordinary Shares held by Wayford Enterprises Limited, which is wholly owned by Mr. Zhou, (iii) 50,000 Ordinary Shares issuable to Mr. Zhou upon exercise of options or vesting of restricted shares within 60 days after February 27, 2017, and (iv) 55,320,612 Ordinary Shares held by E-House (China) Capital Investment Management Ltd., which is an indirectly wholly owned subsidiary of E-House Holdings.

 

2                                The calculation is based on 208,845,143 Ordinary Shares issued and outstanding as of December 31, 2016, together with 50,000 Ordinary Shares issuable to such Reporting Person upon exercise of options or vesting of restricted shares within 60 days after February 27, 2017.

 

2



 

CUSIP No.   

G52141 101

 

 

 

 

 

 

 

1

Names of Reporting Persons
E-House Holdings Ltd.

2

Check the Appropriate Box if a Member of a Group

 

(a)

 o

 

(b)

 x

3

SEC Use Only

4

Source of Funds (See Instructions)
WC, OO

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

6

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
55,320,612 Ordinary Shares

8

Shared Voting Power
0

9

Sole Dispositive Power
55,320,612 Ordinary Shares

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
55,320,612 Ordinary Shares

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

13

Percent of Class Represented by Amount in Row (11)
26.5%

14

Type of Reporting Person (See Instructions)
CO

 

3



 

This statement on Schedule 13D (the “Schedule 13D”) constitutes Amendment No. 1 to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 22, 2016 (the “Original Filing”) by Mr. Xin Zhou (“Mr. Zhou”) and E-House Holdings Ltd. (“E-House Holdings”) with respect to the ordinary shares, par value $0.0005 per share (the “Ordinary Shares”) of Jupai Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Issuer”). Except as amended hereby, the Original Filing remains in full force and effect. Capitalized terms used but not defined in this Schedule 13D have the meanings ascribed to them in the Original Filing.

 

Item 2.                                 Identity and Background

 

Item 2(a)–(c) of the Original Filing is hereby amended and supplemented as follows:

 

The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of E-House Holdings are set forth on Schedule A-1 hereto and are incorporated herein by reference.

 

Item 3.           Source and Amount of Funds or Other Consideration

 

Item 3 of the Original Filing is hereby amended and supplemented as follows:

 

On December 30, 2016, E-House Holdings repurchased 49,764,809 ordinary shares of E-House Holdings from one of its shareholders.  Following the repurchase, Mr. Zhou’s beneficial ownership in E-House Holdings as a percentage of the total outstanding ordinary shares of E-House Holdings increased to 90.5%.

 

On February 27, 2017, Reckon Capital Limited distributed, on a pro-rata basis, all the Ordinary Shares it held to its shareholders, among which Turbo Chance Limited and Wayford Enterprises Limited are wholly owned by Mr. Zhou.

 

Item 5.           Interest in Securities of the Issuer

 

Item 5 (a)–(b) of the Original Filing is hereby amended and supplemented as follows:

 

The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

 

Subsequent to the foregoing share distribution made by Reckon Capital Limited, as of February 27, 2017, Mr. Zhou’s beneficial ownership in the Issuer equaled 68,580,859 Ordinary Shares, representing approximately 32.8% of the total issued and outstanding Ordinary Shares. The 68,580,859 Ordinary Shares beneficially owned by Mr. Xin Zhou comprise (i) 9,549,576 Ordinary Shares held by Turbo Chance Limited, which is wholly owned by Mr. Zhou, (ii) 3,660,671 Ordinary Shares held by Wayford Enterprises Limited, which is wholly owned by Mr. Zhou, (iii) 50,000 Ordinary Shares issuable to Mr. Zhou upon exercise of options or vesting of restricted shares within 60 days after February 27, 2017, and (iv) 55,320,612 Ordinary Shares held by E-House (China) Capital Investment Management Ltd., which is an indirectly wholly owned subsidiary of E-House Holdings.

 

As of February 27, 2017, Mr. Zhou held 90.5% of the shares of E-House Holdings and is a director of E-House Holdings. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Mr. Zhou may be deemed to beneficially own all of the Ordinary Shares of the Issuer indirectly held by E-House Holdings through its wholly-owned subsidiaries. The information with respect to Ordinary Shares that may be deemed to be beneficially owned by each director and officer of E-House Holdings is set forth on Schedule A-2 hereto, which is incorporated herein by reference.

 

Mr. Zhou disclaims beneficial ownership of the Ordinary Shares owned by E-House Holdings except to the extent of his pecuniary interest therein.

 

The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 208,845,143 Ordinary Shares issued and outstanding as of December 31, 2016, together with any Ordinary Shares issuable to such Reporting Person upon exercise of options or vesting of restricted shares within 60 days after February 27, 2017.

 

4



 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

Date: March 2, 2017

 

 

 

 

 

 

 

Xin Zhou

 

 

 

 

 

 

 

/s/ Xin Zhou

 

 

 

 

E-House Holdings Ltd.

 

 

 

 

 

 

 

By:

/s/ Xin Zhou

 

 

Name:    Xin Zhou

 

 

Title:       Director

 

5


 


 

SCHEDULE A-1

 

Directors and Executive Officers of E-House Holdings

 

Name

 

Position with
E-House
Holdings

 

Present Principal
Occupation

 

Business Address

 

Citizenship

 

 

 

 

 

 

 

 

 

Xin Zhou

 

Director

 

Director of E-House Holdings

 

11/F, Yinli Building, 383 Guangyan Road, Jing’an District, Shanghai 200072, People’s Republic of China

 

Hong Kong S.A.R.

 

 

 

 

 

 

 

 

 

Neil Nanpeng Shen

 

Director

 

Founding Managing Partner of Sequoia Capital China

 

Suite 3613, 36/F, Two Pacific Place, 88 Queensway, Hong Kong

 

Hong Kong S.A.R.

 

6



 

SCHEDULE A-2

 

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

 

 

 

Ordinary Shares Beneficially Owned

 

 

 

Number

 

(1)

 

Directors and Executive Officers

 

 

 

 

 

 

 

 

 

 

 

Xin Zhou

 

68,580,859

 

32.8

%

 

 

 

 

 

 

Neil Nanpeng Shen

 

50,000

(2)

0.02

%

 


(1)                                     For each person included in this table, the percentage of beneficial ownership is calculated based on (i) 208,845,143 Ordinary Shares outstanding as of December 31, 2016, and (ii) the number of Ordinary Shares issuable to such person upon exercise of options or vesting of restricted shares within 60 days after February 27, 2017.

 

(2)                                     Include 50,000 Ordinary Shares issuable to Mr. Shen upon exercise of options or vesting of restricted shares within 60 days after February 27, 2017.

 

7