Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

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

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)**

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

with a copy to:

 

(Date of Event Which Requires Filing of this Statement)

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 §240.13d-7 for other parties to whom copies are to be sent.

* This statement on Schedule 13D (the Schedule 13D) is an initial Schedule 13D filing on behalf of each of Mr. Xin Zhou (Mr. Zhou) and E-House Holdings Ltd. (E-House Holdings) with respect to the ordinary shares, par value $0.0005 per share (the Ordinary Shares) of Jupai Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the Issuer).

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).

 

**This CUSIP number applies to the American depositary shares of the Issuer, each representing six Ordinary Shares. No CUSIP has been assigned to the Ordinary Shares.

 

 

 

 

1                                Include (i) 15,915,960 Ordinary Shares held by Reckon Capital Limited, which is ultimately controlled by Mr. Zhou, (ii) 50,000 Ordinary Shares issuable to Mr. Zhou upon exercise of options or vesting of restricted shares within 60 days after August 12, 2016, and (iii) 55,320,612 Ordinary Shares held by E-House (China) Capital Investment Management Ltd., which is an indirectly wholly owned subsidiary of E-House Holdings.

 

2                                This calculation is based on 192,315,411 Ordinary Shares outstanding as of March 31, 2016, as disclosed in the Issuers annual report on Form 20-F for the fiscal year ended December 31, 2015 filed with the Securities and Exchange Commission (the Commission) on April 22, 2016, together with 50,000 Ordinary Shares issuable to Mr. Zhou upon exercise of options or vesting of restricted shares within 60 days after August 12, 2016.

 

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Item 1.                                 Security and Issuer

 

This Schedule 13D relates to the Ordinary Shares of the Issuer.

 

American depositary shares of the Issuer, each representing one Ordinary Share, are listed on the New York Stock Exchange under the symbol JP.

 

The principal executive offices of the Issuer are located at 8/F, Yinli Building, 383 Guangyan Road, Jingan District, Shanghai 200072, Peoples Republic of China.

 

Item 2.                                 Identity and Background

 

This Schedule 13D is being filed jointly on behalf of Mr. Zhou and E-House Holdings (collectively, the Reporting Persons, and each, a Reporting Person). The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit 7.01.

 

Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons except as otherwise provided in Rule 13d-1(k).

 

(a)(c), (f) Mr. Zhou is a permanent resident of the Hong Kong Special Administrative Region of the Peoples Republic of China.  Mr. Zhou is the executive chairman of the board of directors of the Issuer and a director and controlling shareholder of E-House Holdings.  Mr. Zhous business address is c/o 11/F Yinli Building, 383 Guangyan Road, Jingan District, Shanghai 200072, Peoples Republic of China.

 

E-House Holdings is an exempted company with limited liability incorporated under the laws of the Cayman Islands jointly established by Mr. Zhou, Sina Corporation (SINA) and certain other persons, and controlled by Mr. Zhou. E-House Holdings is principally engaged in investment holding and is the sole shareholder of the Target (as defined in Item 3 below), a leading real estate services company in China. The principal executive offices of E-House Holdings are located at c/o 11/F Yinli Building, 383 Guangyan Road, Jingan District, Shanghai 200072, Peoples Republic of China.  The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of E-House Holdings are set forth on Schedule A-1 hereto and are incorporated herein by reference.

 

(d), (e) During the last five years, none of the Reporting Persons or, to the best of their knowledge, any of the persons listed on Schedule A-1 hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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

 

On August 12, 2016 (the Closing Date), E-House Merger Sub Ltd. merged with and into E-House (China) Holdings Limited (the Target), with the Target continuing as the surviving company and a wholly owned subsidiary of E-House Holdings (the Merger). On the Closing Date, the Target held 55,320,612 Ordinary Shares of the Issuer.  As a result of the Merger, on the Closing Date, E-House Holdings acquired the beneficial ownership of 55,320,612 Ordinary Shares through the Target.  As Mr. Zhou remained the controlling shareholder of E-House Holdings following the Merger, Mr. Zhou may be deemed to have acquired beneficial ownership of the 55,320,612 Ordinary Shares of the Issuer that are held by the Target.

 

Item 4.                                 Purpose of Transaction

 

The Reporting Persons review their investments on a continuing basis. Depending on overall market conditions, performance and prospects of the Issuer, subsequent developments affecting the Issuer, other investment opportunities available to the Reporting Persons and other investment considerations, the Reporting Persons may hold, vote, acquire or dispose of or otherwise deal with securities of the Issuer. Any of the foregoing actions may be effected at any time or from time to time, subject to applicable law. Except as set forth above, there are no plans or proposals of the type referred to in subparagraphs (a) through (j) of Item 4 of this Schedule 13D.

 

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Item 5.                                 Interest in Securities of the Issuer

 

(a)(b)     The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

 

As a result of the Merger, on the Closing Date, E-House Holdings acquired the beneficial ownership of 55,320,612 Ordinary Shares through the Target.

 

After the foregoing acquisition, Mr. Zhous beneficial ownership in the Issuer increased to 71,286,572 Ordinary Shares, representing approximately 37.1% of the total issued and outstanding Ordinary Shares (including 50,000 Ordinary Shares issuable to Mr. Zhou upon exercise of options or vesting of restricted shares within 60 days after August 12, 2016). The 71,286,572 Ordinary Shares beneficially owned by Mr. Xin Zhou comprise (i) 15,915,960 Ordinary Shares held by Reckon Capital Limited, which is ultimately controlled by Mr. Zhou, (ii) 50,000 Ordinary Shares issuable to Mr. Zhou upon exercise of options or vesting of restricted shares within 60 days after August 12, 2016, and (iii) 55,320,612 Ordinary Shares held by E-House (China) Capital Investment Management Ltd., which is an indirectly wholly owned subsidiary of E-House Holdings.

 

Mr. Zhou holds 51.6% of the shares of E-House Holdings and is a director of E-House Holdings. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Mr. Zhou may be deemed to beneficially own all of the Ordinary Shares of the Issuer indirectly held by E-House Holdings through the Target. The information with respect to Ordinary Shares that may be deemed to be beneficially owned by each director and officer of E-House Holdings is set forth on Schedule A-2 hereto, which is incorporated herein by reference.

 

Mr. Zhou disclaims beneficial ownership of the Ordinary Shares owned by Reckon Capital Limited and E-House Holdings except to the extent of his pecuniary interest therein.

 

The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 192,315,411 Ordinary Shares outstanding as of March 31, 2016, as disclosed in the Issuers annual report on Form 20-F for the fiscal year ended December 31, 2015 filed with the Commission on April 22, 2016, together with any Ordinary Shares issuable to such Reporting Person upon exercise of options or vesting of restricted shares within 60 days after August 12, 2016.

 

(c)                                  Except as described in this Schedule 13D, none of the Reporting Persons or, to the best of their knowledge, any of the persons listed on Schedule A-1 hereto, has effected any transactions in the Ordinary Shares of the Issuer during the past 60 days.

 

(d)                                 Not applicable.

 

(e)                                  Not applicable.

 

ITEM 6.                                                Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

 

The information set forth in Item 3 of this Schedule 13D is hereby incorporated by reference in this Item 6.

 

ITEM 7.                                                Material to be Filed as Exhibits.

 

Exhibit 7.01                              Joint Filing Agreement by and between the Reporting Persons, dated August 22, 2016.

 

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SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

		Date:	August 22, 2016
	Xin Zhou
	/s/ Xin Zhou
	E-House Holdings Ltd.
	By:	/s/ Xin Zhou
		Name:	Xin Zhou
		Title:	Director

 

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SCHEDULE A-1

 

Directors and Executive Officers of E-House Holdings

 

Name		Position with E- House Holdings		Present Principal Occupation		Business Address		Citizenship
Xin Zhou		Director		Director of E-House Holdings		11/F, Yinli Building, 383 Guangyan Road, Jingan District, Shanghai 200072, Peoples Republic of China		Hong Kong S.A.R.
Neil Nanpeng Shen		Director		Founding Managing Partner of Sequoia Capital China		Suite 3613, 36/F, Two Pacific Place, 88 Queensway, Hong Kong		Hong Kong S.A.R.
Charles Chao		Director		Chairman of the Board and Chief Executive Officer of SINA		7/F Sina Plaza, No. 8 Courtyard 10 West, Xibeiwang East Road, Haidian District, Beijing, Peoples Republic of China		United States

 

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SCHEDULE A-2

 

Ordinary Shares Beneficially Owned by the Directors and Executive Officers of E-House Holdings

 

		Ordinary Shares Beneficially Owned
		Number		% (1)
Directors and Executive Officers
Xin Zhou		71,286,572		37.1	%
Neil Nanpeng Shen		50,000	(2)	0.03	%
Charles Chao		50,000	(3)	0.03	%

 

(1)                                 For each person included in this table, the percentage of beneficial ownership is calculated based on (i) 192,315,411 Ordinary Shares outstanding as of March 31, 2016, as disclosed in the Issuers annual report on Form 20-F for the fiscal year ended December 31, 2015 filed with the Commission on April 22, 2016, and (ii) the number of Ordinary Shares issuable to such person upon exercise of options or vesting of restricted shares within 60 days after August 12, 2016.

 

(2)                                 Include 50,000 Ordinary Shares issuable to Mr. Shen upon exercise of options or vesting of restricted shares within 60 days after August 12, 2016.

 

(3)                                 Include 50,000 Ordinary Shares issuable to Mr. Chao upon exercise of options or vesting of restricted shares within 60 days after August 12, 2016.

 

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