SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

(RULE 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Leju Holdings Limited

(Name of Issuer)

Ordinary shares of par value of $0.001 per share

(Title of Class of Securities)

50187J108

(CUSIP Number)

December 31, 2016

(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
53,224,658(1) ordinary shares. See Item 4.

6

Shared Voting Power
0

7

Sole Dispositive Power
53,224,658(1) ordinary shares. See Item 4.

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,224,658(1) 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)
39.3%(2)

 

12

Type of Reporting Person
CO

 

(1)           Includes (i) 53,043,733 ordinary shares and (ii) 180,925 ordinary shares in the form of American depositary shares.

(2)           This calculation is based on 135,503,958 ordinary shares outstanding as of December 31, 2016.

 

2


 

Item 1(a).

Name of Issuer:
Leju Holdings Limited

 

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:
15/F Floor, Shoudong International Plaza

No. 5 Building, Gungqu Home

Dongcheng District, Beijing 100022

People’s Republic of China

 

Item 2(a).

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

 

 

Item 2(b).

Address of Principal Business Office, or, if none, Residence:
Yinli Building, 11/F

No. 383 Guangyan Road

Jing’an District

Shanghai 200072

People’s Republic of China

 

 

Item 2(c).

Citizenship:
Cayman Islands

 

 

Item 2(d).

Title of Class of Securities:
Ordinary shares of par value of $0.001 per share

 

 

Item 2(e).

CUSIP No.:
50187J108

 

This CUSIP number applies to the American Depositary Shares of the Issuer, each representing one ordinary share of the Issuer, par value $0.001 per share. No CUSIP has been assigned to the ordinary shares.

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

Not applicable

 

Item 4.

Ownership

The following information with respect to the ownership of the ordinary shares of par value of $0.001 per share of Leju Holdings Limited (the “Issuer”) by the reporting person is provided as of December 31, 2016:

 

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

 

53,224,658

 

39.3

%

53,224,658

 

0

 

53,224,658

 

0

 

 

3


 

E-House (China) Holdings Limited (the “Reporting Person”) is a wholly owned subsidiary of E-House Holdings Ltd. (“E-House Holdings”).  E-House Holdings is a Cayman Islands company jointly established by Mr. Xin Zhou, Sina Corporation and certain other persons, and controlled by Mr. Zhou.

 

On August 12, 2016, E-House Merger Sub Ltd., a wholly owned subsidiary of E-House Holdings, merged with and into the Reporting Person, with the Reporting Person continuing as the surviving company and a wholly owned subsidiary of E-House Holdings (the “Merger”).

 

Following the completion of the Merger, the Reporting Person has ceased to be a reporting company under the Exchange Act and its American depositary shares have ceased trading on the New York Stock Exchange.

 

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

 

4


 

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: January 18, 2017

 

 

 

 

 

E-House (China) Holdings Limited

By:

/s/ Xin Zhou

 

Name:

Xin Zhou

 

Title:

Director

 

5