UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
E-House (China) Holdings Limited
17/F, Merchandise Harvest Building (East)
No. 333 North Chengdu Road
Shanghai 200041
The People’s Republic of China
Phone: +86 21 6133 0808
Facsimile: +86 21 6133 0707
Receive Notices and Communications)
Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
Phone: (852) 3740-4700
December 28, 2011
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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. | 16948Q103 |
1 | NAMES OF REPORTING PERSONS E-House (China) Holdings Limited | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
WC, OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Cayman Islands | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 75,939,975 ordinary shares | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 75,939,975 ordinary shares | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
75,939,975 ordinary shares | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
54.1% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
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(i) | Clause 1 of the memorandum of association will be amended to be and read as follows: “The name of the Company is China Real Estate Information Corporation”, |
(ii) | Clause 2 of the memorandum of association will be amended to be and read as follows: “The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY 1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide”, and |
(iii) | the Articles of Association will be amended to refer to the name of the Surviving Corporation as “China Real Estate Information Corporation”, |
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Exhibit No. | Description | |
A | Agreement and Plan of Merger, dated December 28, 2011, by and among E-House (China) Holdings Limited, CRIC (China) Holdings Limited and China Real Estate Information Corporation |
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E-House (China) Holdings Limited | ||||
By: | /s/ Li-Lan Cheng | |||
Name: | Li-Lan Cheng | |||
Title: | Chief Financial Officer | |||
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Present Principal | ||||||||
Name | Position with E-House | Occupation | Business Address | Citizenship | ||||
Xin Zhou | Executive Chairman | * | ** | P.R. China | ||||
Jianjun Zang | Acting Chief Executive Officer and Director | * | ** | P.R. China | ||||
Neil Nanpeng Shen | Director | Founding Partner of Sequoia Capital China Advisors (Hong Kong) Limited | Suite 2215, 22/F, Two Pacific Place, 88 Queensway Road, Hong Kong | Hong Kong | ||||
Canhao Huang | Director | * | ** | P.R. China | ||||
Bing Xiang | Independent Director | Professor and Dean of Cheung Kong Graduate School of Business | ** | Hong Kong | ||||
Hongchao Zhu | Independent Director | Managing Partner of Shanghai United Law Firm | ** | P.R. China | ||||
May Wu | Independent Director | Chief Financial Officer of Home Inns & Hotels Management Inc. | ** | U.S. | ||||
Jeffrey Zhijie Zeng | Independent Director | Founding Managing Partner of Kaixin Investment | ** | P.R. China | ||||
Yunchang Gu | Independent Director | Vice President of China Real Estate and Housing Research Association | ** | P.R. China | ||||
Li-Lan Cheng | Chief Financial Officer | * | ** | U.S. |
* | The present principal occupation is the same with his/her position with E-House. | |
** | 17/F, Merchandise Harvest Building (East), No. 333 North Chengdu Road, Shanghai 200041, the People’s Republic of China. |
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Shares Beneficially Owned (1) | ||||||||
Number | % | |||||||
Directors and Executive Officers | ||||||||
Xin Zhou | 4,481,236 | (2) | 3.19 | % | ||||
Jianjun Zang | 58,332 | (3) | 0.04 | % | ||||
Neil Nanpeng Shen | 29,998 | (3) | 0.02 | % | ||||
Canhao Huang | 58,332 | (3) | 0.04 | % | ||||
Bing Xiang | 14,996 | (3) | 0.01 | % | ||||
Hongchao Zhu | 14,996 | (3) | 0.01 | % | ||||
May Wu | 22,500 | (3) | 0.02 | % | ||||
Jeffrey Zhijie Zeng | 14,996 | (3) | 0.01 | % | ||||
Yunchang Gu | 14,996 | (3) | 0.01 | % | ||||
Li-Lan Cheng | 300,000 | (4) | 0.21 | % |
(1) | For each person included in this table, percentage of beneficial ownership is calculated by dividing the number of shares beneficially owned by such person by the sum of the number of Shares outstanding and either the number of Shares underlying share options held by such person that are exercisable within 60 days or the number of restricted shares held by such person that will be vested within 60 days, as the case may be. The total number of Shares outstanding as of December 28, 2011 is 140,320,006. | |
(2) | Represent 3,200,000 ADSs and options to purchase 1,281,236 Shares that are exercisable within 60 days. | |
(3) | Represent options to purchase Shares that are exercisable within 60 days. | |
(4) | Represent 150,000 ordinary shares and 150,000 restricted shares that will be vested within 60 days. |
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