Filing Details

 

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

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

(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.

*      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.

 

 

CUSIP No.

G52141 101

 

 

1                                           Include (i) 75,000 Ordinary Shares issuable to Mr. Zhou upon exercise of options or vesting of restricted shares within 60 days after March 23, 2018 and (ii) 43,809,591 Ordinary Shares held by E-House (China) Holdings Limited, which is a wholly-owned subsidiary of E-House Holdings Ltd.

 

2                                           The calculation is based on 199,635,143 Ordinary Shares issued and outstanding as of March 23, 2018 ((excluding 10,683,840 ordinary shares issued by the Issuer (as defined below) to the depositary bank for bulk issuance of ADSs reserved under the Issuers share incentive plan and 593,466 unvested restricted shares), together with 75,000 Ordinary Shares issuable to such Reporting Person upon exercise of options or vesting of restricted shares within 60 days after March 23, 2018.

 

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CUSIP No.

G52141 101

 

 

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Item 1. Security and Issuer.

 

This statement on Schedule 13D (the Schedule 13D) constitutes Amendment No. 3 to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the Commission) on August 22, 2016, as amended by Amendment No. 1 thereto filed with the Commission on March 2, 2017 and Amendment No.2 thereto filed with the Commission on December 27, 2017 (collectively, the Original Filing) by 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). Except as amended hereby, the Original Filing remains in full force and effect. Capitalized terms used but not defined in this Schedule 13D have the meanings ascribed to them in the Original Filing.

 

Item 5.                                 Interest in Securities of the Issuer

 

Item 5 (a)(b) of the Original Filing is hereby amended and supplemented as follows:

 

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.

 

Mr. Zhous beneficial ownership in the Issuer equaled 43,884,591 Ordinary Shares, representing approximately 22.0% of the total issued and outstanding Ordinary Shares. 43,884,591 Ordinary Shares beneficially owned by Mr. Zhou comprise (i) 75,000 Ordinary Shares issuable to Mr. Zhou upon exercise of options or vesting of restricted shares within 60 days after March 23, 2018, and (ii) 43,809,591 Ordinary Shares held by E-House (China) Holdings Limited, which is a wholly-owned subsidiary of E-House Holdings.

 

As of March 23, 2018, Mr. Zhou beneficially owned 100% of the shares of E-House Holdings and is the sole 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 its wholly-owned subsidiaries. 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.

 

The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 199,635,143 Ordinary Shares issued and outstanding as of March 23, 2018, together with any Ordinary Shares issuable to such Reporting Person upon exercise of options or vesting of restricted shares within 60 days after March 23, 2018.

 

Item 5 (c) of the Original Filing is hereby amended and supplemented as follows:

 

On March 23, 2018, Mr. Zhou, E-House (China) Holdings Limited, China Real Estate Information Corporation, Neil Nanpeng Shen (Mr. Shen) and Smart Master International Limited entered into a share exchange agreement (Share Exchange Agreement). Pursuant to the Share Exchange Agreement, E-House (China) Holdings Limited transferred 4,867,730 Ordinary Shares to Smart Master International Limited as part of the consideration in exchange for the Mr. Shens shares in E-House Holdings on March 23, 2018. This summary description does not purport to be complete, and is qualified in its entirety by the Share Exchange Agreement dated March 16, 2018, a copy of which is filed to this Schedule 13D.

 

Item 6.                                 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The information set forth in Item 5(c) 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.

Exhibit 7.02*                       Share Transfer Agreement by and between Wayford Enterprises Limited and Fortune Altas Limited, dated December 21, 2017.

Exhibit 7.03                              Share Exchange Agreement by and among Mr. Zhou, E-House (China) Holdings Limited, China Real Estate Information Corporation, Mr. Shen and Smart Master International Limited

 

* Previously filed.

 

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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: March 26, 2018
	Xin Zhou
	/s/ Xin Zhou
	E-House Holdings Ltd.
	By:	/s/ Xin Zhou
		Name:	Xin Zhou
		Title:	Director

 

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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		43,884,591		22.0	%

 

(1)                                 For each person included in this table, the percentage of beneficial ownership is calculated based on (i) 199,635,143 Ordinary Shares outstanding as of March 23, 2018, and (ii) the number of Ordinary Shares issuable to such person upon exercise of options or vesting of restricted shares within 60 days after March 23, 2018.

 

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