Filed by Bowne Pure Compliance

0001362310-09-001571.txt : 20090210 0001362310-09-001571.hdr.sgml : 20090210 20090210081450 ACCESSION NUMBER: 0001362310-09-001571 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090210 DATE AS OF CHANGE: 20090210 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 BUSINESS ADDRESS: BUSINESS PHONE: (86-21) 5298 0098 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: 09583214 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 c80778sc13gza.htm SC 13G/A Filed by Bowne Pure Compliance


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

E-House (China) Holdings Limited

(Name of Issuer)

Ordinary shares of par value of $0.001 per share

(Title of Class of Securities)

26852W10

(CUSIP Number)

December 31, 2008

(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).


1	NAMES OF REPORTING PERSONS Xin Zhou


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

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			24,884,500 ordinary shares. Jun Heng Investment Limited may also be deemed to have shared voting power with respect to 11,915,000 ordinary shares. On Chance Inc. may also be deemed to have shared voting power with respect to 12,969,500 ordinary shares. See Item 4.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			24,884,500 ordinary shares. Jun Heng Investment Limited may also be deemed to have shared dispositive power with respect to 11,915,000 ordinary shares. On Chance Inc. may also be deemed to have shared dispositive power with respect to 12,969,500 ordinary shares. See Item 4.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	24,884,500 ordinary shares

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

	o

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

	31.1%

12	TYPE OF REPORTING PERSON

	IN


1	NAMES OF REPORTING PERSONS Jun Heng Investment Limited


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

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			11,915,000 ordinary shares. Xin Zhou may also be deemed to have shared voting power with respect to the above shares.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			11,915,000 ordinary shares. Xin Zhou may also be deemed to have shared dispositive power with respect to the above shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,915,000 ordinary shares

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

	o

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

	14.9%

12	TYPE OF REPORTING PERSON

	CO


1	NAMES OF REPORTING PERSONS On Chance Inc.


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

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			12,969,500 ordinary shares. Xin Zhou may also be deemed to have shared voting power with respect to the above shares.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			12,969,500 ordinary shares. Xin Zhou may also be deemed to have shared dispositive power with respect to the above shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	12,969,500 ordinary shares

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

	o

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

	16.2%

12	TYPE OF REPORTING PERSON

	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, 2008:


								Shared
						Sole power		power to		Sole power to		Shared power
	Amount					to vote or		vote or to		dispose or to		to dispose or to
	beneficially		Percent			direct		direct		direct the		direct the
Reporting Person	owned:		of class:			the vote:		the vote:		disposition of:		disposition of:
Xin Zhou		24,884,500		31.1	%		0		24,884,500		0		24,884,500
Jun Heng Investment Limited		11,915,000		14.9	%		0		11,915,000		0		11,915,000
On Chance Inc.		12,969,500		16.2	%		0		12,969,500		0		12,969,500

Jun Heng Investment Limited, a British Virgin Islands company, directly holds 11,915,000 ordinary shares of the Issuer. Xin 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, Xin 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 12,232,500 ordinary shares of the Issuer and 737,000 American depositary shares representing 737,000 ordinary shares of the Issuer. Xin Zhou 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, Xin Zhou may be deemed to beneficially own all of the ordinary shares of the Issuer held by On Chance Inc.

As a result, Xin Zhou may be deemed to have beneficial ownership of a total of 24,884,500 ordinary shares of the Issuer directly held by Jun Heng Investment Limited and On Chance Inc.

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. CERTIFICATION

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 10, 2009


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 c80778exv99w1.htm EXHIBIT 99.1 Filed by Bowne Pure Compliance

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 10, 2009.


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