Schedule 13G/A

0000950123-11-007638.txt : 20110201 0000950123-11-007638.hdr.sgml : 20110201 20110201074050 ACCESSION NUMBER: 0000950123-11-007638 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110201 DATE AS OF CHANGE: 20110201 GROUP MEMBERS: JUN HENG INVESTMENT LIMITED GROUP MEMBERS: ON CHANCE INC. GROUP MEMBERS: XIN ZHOU FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZHOU XIN CENTRAL INDEX KEY: 0001424981 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 17/F,MERCHANDISE HARVEST BUILDING (EAST) STREET 2: NO. 333 NORTH CHENGDU ROAD CITY: SHANGHAI STATE: F4 ZIP: 200041 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: 11561428 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 c11551sc13gza.htm SCHEDULE 13G/A Schedule 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

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, 2010

(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 Xin Zhou


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

	People’s Republic of China

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			20,272,100 ordinary shares. Jun Heng Investment Limited may also be deemed to have shared voting power with respect to 9,977,300 ordinary shares. On Chance Inc. may also be deemed to have shared voting power with respect to 10,294,800 ordinary shares. See Item 4.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			20,272,100 ordinary shares. Jun Heng Investment Limited may also be deemed to have shared dispositive power with respect to 9,977,300 ordinary shares. On Chance Inc. may also be deemed to have shared dispositive power with respect to 10,294,800 ordinary shares. See Item 4.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	20,272,100 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)

	25.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		026852W10


1	NAMES OF REPORTING PERSONS Jun Heng Investment 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			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			9,977,300 ordinary shares. Xin Zhou may also be deemed to have shared voting power with respect to the above shares. See Item 4.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			9,977,300 ordinary shares. Xin Zhou 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

	9,977,300 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)

	12.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		026852W10


1	NAMES OF REPORTING PERSONS On Chance Inc.


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			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			10,294,800 ordinary shares. Xin Zhou may also be deemed to have shared voting power with respect to the above shares. See Item 4.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			10,294,800 ordinary shares. Xin Zhou 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

	10,294,800 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)

	12.7%

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:

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, Merchandise Harvest Building (East)
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, Merchandise Harvest Building (East)
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, Merchandise Harvest Building (East)
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


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, 2010:


								Shared power		Sole power to		Shared power
	Amount					Sole power to		to vote or to		dispose or to		to dispose or
	beneficially		Percent of			vote or direct		direct the		direct the		to direct the
Reporting Person	owned:		class:			the vote:		vote:		disposition of:		disposition of:
Xin Zhou		20,272,100		25.1	%		0		20,272,100		0		20,272,100
Jun Heng Investment Limited		9,977,300		12.4	%		0		9,977,300		0		9,977,300
On Chance Inc.		10,294,800		12.7	%		0		10,294,800		0		10,294,800

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 312,300 American depositary shares representing 312,300 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.

As a result, Mr. Xin Zhou may be deemed to have beneficial ownership of a total of 20,272,100 ordinary shares of the Issuer directly held by Jun Heng Investment Limited and 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

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 1, 2011



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

LIST OF EXHIBITS


Exhibit No.		Description

99.1		Joint Filing Agreement

EX-99.1 2 c11551exv99w1.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 February 1, 2011.



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