UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
| 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, 2011 |
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ 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).
SCHEDULE 13G
| CUSIP No. 026852W10 |
| (1) |
Names of reporting persons
Xin Zhou | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (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
33,333 ordinary shares | ||||
| (6) | Shared voting power
20,522,100 ordinary shares. See Item 4 | |||||
| (7) | Sole dispositive power
33,333 ordinary shares | |||||
| (8) | Shared dispositive power
20,522,100 ordinary shares. See Item 4 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
20,555,433 ordinary shares | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
26.0% | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
SCHEDULE 13G
| 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) ¨ (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 (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
12.6% | |||||
| (12) |
Type of reporting person (see instructions)
CO | |||||
SCHEDULE 13G
| 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) ¨ (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
10,544,800 ordinary shares. See Item 4. | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
10,544,800 ordinary shares. See Item 4. | |||||
| (8) | Shared dispositive power
0 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
10,544,800 ordinary shares | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
13.3% | |||||
| (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, 2011:
| 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 |
20,555,433 | 26.0 | % | 33,333 | 20,522,100 | 33,333 | 20,522,100 | |||||||||||||||||
| Jun Heng Investment Limited |
9,977,300 | 12.6 | % | 9,977,300 | 0 | 9,977,300 | 0 | |||||||||||||||||
| On Chance Inc. |
10,544,800 | 13.3 | % | 10,544,800 | 0 | 10,544,800 | 0 | |||||||||||||||||
The 20,555,433 ordinary shares of the Issuer beneficially owned by Mr. Xin Zhou comprise (i) 33,333 ordinary shares Mr. Zhou personally held as of December 31, 2011; (ii) 9,977,300 ordinary shares directly held by Jun Heng Investment Limited as described below, and (iii) 10,544,800 ordinary shares directly held by On Chance Inc. as described below.
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 562,300 American depositary shares representing 562,300 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
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 3, 2012
| 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 | |
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 3, 2012.
| 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 |