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1
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Names of Reporting Persons
Xin Zhou
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
PF, OO
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Hong Kong S.A.R.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
52,012,662 Ordinary Shares
1
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
52,012,662 Ordinary Shares
1
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
52,012,662 Ordinary Shares
1
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class Represented by Amount in Row (11)
38.3%
2
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14
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Type of Reporting Person (See Instructions)
IN
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1
Include (i) 370,833 Ordinary Shares held by Mr. Zhou, (ii) 203,240 Ordinary Shares and 2,058,879 Ordinary Shares represented by 2,058,879 ADSs held by On Chance Inc. (
On Chance
), a British Virgin Islands company solely owned and controlled by Mr. Zhou, (iii) 889,506 Ordinary Shares held by Kanrich Holdings Limited (
Kanrich
), a British Virgin Islands company solely owned and controlled by Mr. Zhou , (iv) 483,250 Ordinary Shares held by Jun Heng Investment Limited (
Jun Heng
), a British Virgin Islands company solely beneficially owned by Mr. Zhou indirectly through On Chance and controlled by Mr. Zhou, (v) 47,739,363 Ordinary Shares and 180,925 Ordinary Shares represented by 180,925 ADSs held by E-House (China) Holdings Limited, a wholly owned subsidiary of E-House Holdings, and (vi) 86,666 Ordinary Shares issuable to Mr. Zhou upon exercise of options or vesting of restricted shares within 60 days after March 23, 2018.
2
This calculation is based on 135,763,962 Ordinary Shares outstanding as of March 23, 2018 (excluding 4,205,458 Ordinary Shares that had been issued to the depositary of the Issuer and reserved for future grants under the Issuers share incentive plan).
2
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 filed on January 4, 2017 and Amendment No. 2 filed on April 26, 2017, (collectively the
Original Filings
) by each of Mr. Xin Zhou (
Mr. Zhou
) and E-House Holdings Ltd. (
E-House Holdings
), with respect to the ordinary shares, par value $0.001 per share (the
Ordinary Shares
) of Leju Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the
Issuer
). Except as amended hereby, the Original Filings remain in full force and effect. Capitalized terms used but not defined in this Schedule 13D have the meanings ascribed to them in the Original Filings.
Item 5.
Interest in Securities of the Issuer
Item 5(a)(b) of the Schedule 13D is hereby amended and restated as follows:
The responses of 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 of March 23, 2018, Mr. Zhous beneficial ownership in the Issuer equals to 52,012,662 Ordinary Shares, representing approximately 38.3% of the total issued and outstanding Ordinary Shares. The 52,012,662 Ordinary Shares beneficially owned by Mr. Zhou include (i)
370,833 Ordinary Shares held by Mr. Zhou, (ii) 203,240 Ordinary Shares and 2,058,879 Ordinary Shares represented by 2,058,879 ADSs held by On Chance, (iii) 889,506 Ordinary Shares held by Kanrich, (iv) 483,250 Ordinary Shares held by Jun Heng, (v) 47,739,363 Ordinary Shares and 180,925 Ordinary Shares represented by 180,925 ADSs held by E-House (China) Holdings Limited, a wholly owned subsidiary of E-House Holdings, and (vi) 86,666 Ordinary Shares issuable to Mr. Zhou upon exercise of options or vesting of restricted shares within 60 days after March 23, 2018.
As of March 23, 2018, E-House Holdings beneficial ownership in the Issuer equals to 47,920,288 Ordinary Shares, representing approximately 35.3% of the total issued and outstanding Ordinary Shares. The Ordinary Shares beneficially owned by E-House Holdings
include 47,739,363 Ordinary Shares and 180,925 Ordinary Shares represented by 180,925 ADSs held by E-House (China) Holdings Limited, a wholly owned subsidiary of E-House Holdings.
Mr. Zhou holds 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
E-House (China) Holdings Limited.
The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 135,763,962 Ordinary Shares outstanding as of March 23, 2018 (excluding 4,205,458 Ordinary Shares that had been issued to the depositary of the Issuer and reserved for future grants under the Issuers share incentive plan).
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 5,304,370 Ordinary Shares to Smart Master International Limited as part of the consideration in exchange for Mr. Shens shares in E-House Holdings on March 23, 2018. Upon the completion of the share exchange, Mr. Shen resigned from E-House Holdings board. 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.
4
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*
Shareholders Agreement by and among E-House Holdings, Mr. Zhou, SINA and certain other parties thereto, dated August 12, 2016.
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.
5