0001577133-15-000018.txt : 20150609 0001577133-15-000018.hdr.sgml : 20150609 20150608214800 ACCESSION NUMBER: 0001577133-15-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150609 DATE AS OF CHANGE: 20150608 GROUP MEMBERS: GREENWOODS ASSET MANAGEMENT HOLDINGS LTD GROUP MEMBERS: GREENWOODS ASSET MANAGEMENT LTD GROUP MEMBERS: JINZHI JIANG GROUP MEMBERS: UNIQUE ELEMENT CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: eHi Car Services Ltd CENTRAL INDEX KEY: 0001517492 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88413 FILM NUMBER: 15919701 BUSINESS ADDRESS: STREET 1: UNIT 12/F, BUILDING NO.5 GUOSHENG CENTER STREET 2: 388 DADUHE ROAD CITY: Shanghai STATE: F4 ZIP: 200062 BUSINESS PHONE: (8621)-64687000 MAIL ADDRESS: STREET 1: UNIT 12/F, BUILDING NO.5 GUOSHENG CENTER STREET 2: 388 DADUHE ROAD CITY: Shanghai STATE: F4 ZIP: 200062 FORMER COMPANY: FORMER CONFORMED NAME: eHi Auto Services Ltd DATE OF NAME CHANGE: 20110406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Greenwoods Asset Management Ltd CENTRAL INDEX KEY: 0001577133 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CRICKET SQUARE, HUTCHINS DRIVE, STREET 2: P.O. BOX 2681 GT, GEORGE TOWN CITY: GRAND CAYMAN, KY1-1111 STATE: E9 ZIP: 00000 BUSINESS PHONE: (852)29076296 MAIL ADDRESS: STREET 1: CRICKET SQUARE, HUTCHINS DRIVE, STREET 2: P.O. BOX 2681 GT, GEORGE TOWN CITY: GRAND CAYMAN, KY1-1111 STATE: E9 ZIP: 00000 SC 13D/A 1 Schedule13DAEHICUS20150608.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) (Name of Issuer) eHi Car Services Limited (Title of Class of Securities) American depositary shares, each represents two Class A Common Shares, par value $0.001 per share (CUSIP Number) 26853A100 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) Greenwoods Asset Management Limited Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111 Cayman Islands, British West Indies +86 21 20830300 (Date of Event Which Requires Filing of this Statement) June 08, 2015 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [x] CUSIP No. 26853A100 1. NAMES OF REPORTING PERSONS: GREENWOODS ASSET MANAGEMENT LIMITED. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. [ ] b. [X] 3. SEC USE ONLY: 4. SOURCE OF FUNDS (See Instructions): OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) [ ] 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER:0 shares 8. SHARED VOTING POWER: 3,157,045 ADSs, which represent 6,314,090 Class A Common Shares 9. SOLE DISPOSITIVE POWER:0 shares 10. SHARED DISPOSITIVE POWER: 3,157,045 ADSs, which represent 6,314,090 Class A Common Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,157,045 ADSs, which represent 6,314,090 Class A Common Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):21.5% 14. TYPE OF REPORTING PERSON (See Instructions): IA CUSIP No. 26853A100 1. NAMES OF REPORTING PERSONS: GREENWOODS ASSET MANAGEMENT HOLDINGS LIMITED. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. [ ] b. [X] 3. SEC USE ONLY: 4. SOURCE OF FUNDS (See Instructions): OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) [ ] 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: BRITISH VIRGIN ISLANDS NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER:0 shares 8. SHARED VOTING POWER: 3,157,045 ADSs, which represent 6,314,090 Class A Common Shares 9. SOLE DISPOSITIVE POWER:0 shares 10. SHARED DISPOSITIVE POWER: 3,157,045 ADSs, which represent 6,314,090 Class A Common Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,157,045 ADSs, which represent 6,314,090 Class A Common Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):21.5% 14. TYPE OF REPORTING PERSON (See Instructions): HC CUSIP No. 26853A100 1. NAMES OF REPORTING PERSONS: UNIQUE ELEMENT GROUP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. [ ] b. [X] 3. SEC USE ONLY: 4. SOURCE OF FUNDS (See Instructions): OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) [ ] 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: BRITISH VIRGIN ISLANDS NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER:0 shares 8. SHARED VOTING POWER: 3,157,045 ADSs, which represent 6,314,090 Class A Common Shares 9. SOLE DISPOSITIVE POWER:0 shares 10. SHARED DISPOSITIVE POWER: 3,157,045 ADSs, which represent 6,314,090 Class A Common Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,157,045 ADSs, which represent 6,314,090 Class A Common Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):21.5% 14. TYPE OF REPORTING PERSON (See Instructions): HC CUSIP No. 26853A100 1. NAMES OF REPORTING PERSONS: JINZHI JIANG 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. [ ] b. [X] 3. SEC USE ONLY: 4. SOURCE OF FUNDS (See Instructions): OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) [ ] 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: People's Republic of China NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER:0 shares 8. SHARED VOTING POWER: 3,157,045 ADSs, which represent 6,314,090 Class A Common Shares 9. SOLE DISPOSITIVE POWER:0 shares 10. SHARED DISPOSITIVE POWER: 3,157,045 ADSs, which represent 6,314,090 Class A Common Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,157,045 ADSs, which represent 6,314,090 Class A Common Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):21.5% 14. TYPE OF REPORTING PERSON (See Instructions): HC/IN ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the Class A Common Shares of eHi Car Services Limited, a company organized under the laws of the Cayman Islands (the "Issuer"). The address of the principal executive offices of the Issuer is Unit 12/F, Building No. 5, Guosheng Center, 388 Daduhe Road, Shanghai, 200062, People's Republic of China. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is filed by Greenwoods Asset Management Limited, an exempted Cayman Islands company ("Greenwoods" or the "Reporting Person"). The principal business of Greenwoods is investment management and its business address is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111 Cayman Islands, British West Indies; and Mr. Jinzhi Jiang is the CEO and CIO of Greenwoods; and Mr. Kwai Lun Ho is the Head of Compliance of Greenwoods. Greenwoods is the Manager of Golden China Master Fund and Greenwoods China Alpha Master Fund. Greenwoods Asset Management Holdings Company is a British Virgin Islands ("BVI") company which is the Holding company of Greenwoods Asset Management Limited. Unique Element Corp is a BVI company which is the major shareholding company of Greenwoods Asset Management Holdings Limited. Mr. Jinzhi Jiang, CEO and CIO of Greenwoods, is the owner of Unique Element Corp. None of the Reporting Persons has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION In connection with the Issuer's initial public offering of American Depositary Shares, each representing two Class A Common Shares, par value $0.001 per share (the "IPO"), on November 17, 2014, Greenwoods used cash on-hand of Golden China Master Fund and Greenwoods China Alpha Master Fund to purchase an aggregate of 2,200,000 American Depositary Shares, which represent 4,400,000 Class A Common Shares with a total consideration of $26,400,000. Subsequent market purchases in ADSs were done during the period from December 12,2014 to March 11 2015 with a total of 957,045 shares. ITEM 4. PURPOSE OF TRANSACTION T he Reporting Persons acquired the ADSs, each represents two Class A Common Shares, reported in this Schedule 13D for investment purposes only. None of the Reporting Persons has any current plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Subject to the rights and restrictions described in Item 6 below, the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As the Manager of Golden China Master Fund and Greenwoods China Alpha Master Fund, Greenwoods is hereby deemed to be the beneficial owner of , and to control the voting power of, (i) 2,520,000 ADSs held by Golden China Master Fund, which represents 5,040,000 Class A Common Shares of the Issuer and approximately 17.2% of the outstanding Class A common shares, and (ii) 637,045 ADSs held by Greenwoods China Alpha Master Fund, which represents 1,274,090 Class A Common Shares of the Issuer and 4.3% of the outstanding Class A common shares. In the past 60 days, Greenwoods has effected the following transactions: Transaction Date 02/12/2015 Effecting Person(s) Greenwoods Shares Acquired 28,500 ADSs, each represent 57,000 Class A Common Shares, par value $0.001 per share Shares Disposed 0 Price Per Share $ 10.2951 Description of Transaction Open Market purchase Transaction Date 03/11/2015 Effecting Person(s) Greenwoods Shares Acquired 673,545ADSs, each represent 1,347,090 Class A Common Shares, par value $0.001 per share Shares Disposed 0 Price Per Share $ 8.0000 Description of Transaction Open Market purchase ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Nil. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A Transactions in American Depositary Shares by Greenwoods for and on behalf of funds under its management since the first acquisition via Initial Public Offering. After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. GREENWOODS ASSET MANAGEMENT LIMITED Dated: June 08, 2015 By /s/ Kwai Lun Ho Name: Kwai Lun Ho Title: Head of Compliance Exhibit A: Trade Date B/S Qty of ADSs Price($) Consideration($) 18-Nov-14 B 2,200,000 12.00 26,400,000 12-Dec-14 B 55,000 9.1136 501,248 15-Dec-14 B 200,000 8.9826 1,796,520 12-Feb-15 B 28,500 10.2951 293,410 11-Mar-15 B 673,545 8.00 5,388,360