SC 13G/A

0000950123-10-005083.txt : 20100126 0000950123-10-005083.hdr.sgml : 20100126 20100126085015 ACCESSION NUMBER: 0000950123-10-005083 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100126 DATE AS OF CHANGE: 20100126 GROUP MEMBERS: NEIL NANPENG SHEN GROUP MEMBERS: SMART CREATE GROUP LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHEN NEIL NANPENG CENTRAL INDEX KEY: 0001279329 FILING VALUES: FORM TYPE: SC 13G/A 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: 10546106 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 13G/A 1 c95010sc13gza.htm SC 13G/A SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

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, 2009

(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)

þ 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).


CUSIP No.		026852W10


1	NAMES OF REPORTING PERSONS Neil Nanpeng Shen


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Hong Kong

		5	SOLE VOTING POWER

NUMBER OF			6,101,664 ordinary shares. Smart Create Group Limited may also be deemed to have sole voting power with respect to 5,250,000 ordinary shares. See Item 4.

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			851,664 ordinary shares

WITH:		8	SHARED DISPOSITIVE POWER

			5,250,000 ordinary shares. Smart Create Group Limited may also be deemed to have shared dispositive power with respect to 5,250,000 ordinary shares. See Item 4.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,101,664 ordinary shares

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

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		026852W10


1	NAMES OF REPORTING PERSONS Smart Create Group Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	British Virgin Islands

		5	SOLE VOTING POWER

NUMBER OF			5,250,000 ordinary shares. Neil Nanpeng Shen may also be deemed to have sole voting power with respect to the above shares. See Item 4.

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			5,250,000 ordinary shares. Neil Nanpeng Shen may also be deemed to have shared dispositive power with respect to the above shares. See Item 4.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,250,000 ordinary shares

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

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


ITEM 1(a).		NAME OF ISSUER:

E-House (China) Holdings Limited


ITEM 1(b).		ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

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


ITEM 2(a).		NAME OF PERSON FILING:

Neil Nanpeng Shen
Smart Create Group Limited


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

Smart Create Group Limited
P.O. Box 957
Offshore Incorporations
Centre Road Town, Tortola
British Virgin Islands


ITEM 2(c).		CITIZENSHIP:

Neil Nanpeng Shen — Hong Kong
Smart Create Group Limited — 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


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, 2009:

Shared power

Sole power to

Shared power

Amount

Sole power to

to vote or to

dispose or to

to dispose or

beneficially

Percent

vote or direct

direct the

to direct the

Reporting Person

owned:

of class:

the vote:

vote:

disposition of:

Smart Create Group Limited

5,250,000

6.6

5,250,000

Neil Nanpeng Shen

6,101,664

7.6

6,101,664

851,664

5,250,000

Smart Create Group Limited (“Smart Create”), a British Virgin Islands company, directly holds 5,250,000 ordinary shares of the Issuer. 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. 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 all of the shares held by Smart Create.

The 6,101,664 ordinary shares of the Issuer beneficially owned by Mr. Neil Nanpeng Shen comprise the following: (i) 5,250,000 ordinary shares directly held by Smart Create, (ii) 800,000 ordinary shares directly held by Smart Master International Limited (“Smart Master”), a British Virgin Islands company solely owned and controlled by Mr. Shen, and (iii) 51,664 ordinary shares that Mr. Shen has the right to acquire upon exercise of options within 60 days after December 31, 2009. 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 6,101,664 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

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

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: January 26, 2010


Neil Nanpeng Shen	/s/ Neil Nanpeng Shen

	Neil Nanpeng Shen

Smart Create Group Limited	By:	/s/ Neil Nanpeng Shen

		Name: Neil Nanpeng Shen
		Title: Director

LIST OF EXHIBITS


Exhibit No.		Description

	99.1	Joint Filing Agreement

EX-99.1 2 c95010exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.001 per share, of E-House (China) Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Signature page to follow]

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 26, 2010.


Neil Nanpeng Shen	/s/ Neil Nanpeng Shen

	Neil Nanpeng Shen

Smart Create Group Limited	By:	/s/ Neil Nanpeng Shen

		Name: Neil Nanpeng Shen
		Title: Director