SC 13G 1 a16-3498_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934*

 

Jupai Holdings Limited

(Name of Issuer)

Ordinary shares of par value of $0.0005 per share

(Title of Class of Securities)

G52141 101

(CUSIP Number)

December 31, 2015

(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)

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).

 



 

1

Names of Reporting Persons
E-House (China) Holdings Limited

2

Check the Appropriate Box if a Member of a Group

(a) o

(b) o

3

SEC Use Only

4

Citizenship or Place of Organization

Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

55,320,612 ordinary shares. See Item 4.

6

Shared Voting Power

0

7

Sole Dispositive Power

55,320,612 ordinary shares. See Item 4.

8

Shared Dispositive Power

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

55,320,612 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)

28.8%

12

Type of Reporting Person

CO

 

2



 

1

Names of Reporting Persons
E-House Financial Holdings Ltd.

2

Check the Appropriate Box if a Member of a Group

(a) o

(b) o

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

55,320,612 ordinary shares. See Item 4.

6

Shared Voting Power

0

7

Sole Dispositive Power

55,320,612 ordinary shares. See Item 4.

8

Shared Dispositive Power

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

55,320,612 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)

28.8%

12

Type of Reporting Person

CO

 

3



 

1

Names of Reporting Persons
E-House (China) Capital Investment Management Limited

2

Check the Appropriate Box if a Member of a Group

(a) o

(b) o

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

55,320,612 ordinary shares. See Item 4.

6

Shared Voting Power

0

7

Sole Dispositive Power

55,320,612 ordinary shares. See Item 4.

8

Shared Dispositive Power

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

55,320,612 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)

28.8%

12

Type of Reporting Person

CO

 

4


 


 

Item 1(a).

Name of Issuer:
Jupai Holdings Limited

Item 1(b).

Address of Issuer’s Principal Executive Offices:
10/F Jinsui Building,

No. 379 South Pudong Road, Pudong District,

Shanghai,

People’s Republic of China

 

Item 2(a).

Name of Person Filing:
E-House (China) Holdings Limited

E-House Financial Holdings Ltd.

E-House (China) Capital Investment Management Limited

Item 2(b).

Address of Principal Business Office, or, if none, Residence:
E-House (China) Holdings Limited

E-House Financial Holdings Ltd.

E-House (China) Capital Investment Management Limited

11/F, Qiushi Building, No. 383 Guangyuan Road,

Shanghai, People’s Republic of China

Item 2(c).

Citizenship:
E-House (China) Holdings Limited  – Cayman Islands

E-House Financial Holdings Ltd. – British Virgin Islands

E-House (China) Capital Investment Management Limited – British Virgin Islands

Item 2(d).

Title of Class of Securities:
Ordinary shares of par value of $0.0005 per share

Item 2(e).

CUSIP No.:
G52141 101

 

Item 3.

Not Applicable

 

5



 

Item 4.

Ownership

The following information with respect to the ownership of the ordinary shares of par value of $0.0005 per share of Jupai Holdings Limited (the “Issuer”) by each of the reporting persons is provided as of December 31, 2015:

 

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:

 

E-House (China) Holdings Limited

 

55,320,612

 

28.8

%

55,320,612

 

0

 

55,320,612

 

0

 

E-House Financial Holdings Ltd.

 

55,320,612

 

28.8

%

55,320,612

 

0

 

55,320,612

 

0

 

E-House (China) Capital Investment Management Limited

 

55,320,612

 

28.8

%

55,320,612

 

0

 

55,320,612

 

0

 

 

E-House (China) Capital Investment Management Limited, a British Virgin Islands company, is the record holder of 55,320,612 ordinary shares of the Issuer.  E-House (China) Capital Investment Management Limited is a wholly owned subsidiary of E-House Financial Holdings Ltd., which is in turn a wholly owned subsidiary of E-House (China) Holdings Limited.  E-House (China) Holdings Limited is a public company listed on the New York Stock Exchange.

 

Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of E-House Financial Holdings Ltd. and E-House (China) Holdings Limited may be deemed to beneficially own all of the ordinary shares of the Issuer held by E-House (China) Capital Investment Management Limited.

 

The percentages used herein are calculated based upon 192,057,759 ordinary shares of the Issuer issued and outstanding as of January 6, 2016.

 

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

 

6



 

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 5, 2016

 

 

 

E-House (China) Holdings Limited

 

 

 

By:

/s/ Huang Canhao

 

Name: Huang Canhao

 

Title: Director

 

 

 

E-House Financial Holdings Ltd.

 

 

 

By:

/s/ Huang Canhao

 

Name: Huang Canhao

 

Title: Director

 

 

 

E-House (China) Capital Investment Management Limited

 

 

 

By:

/s/ Huang Canhao

 

Name: Huang Canhao

 

Title: Director

 

7



 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement

 

8