EFUT Efuture Holding Inc. - Ordinary Shares

(1) Based upon 5,244,915 Ordinary Shares issued and outstanding as of June 30, 2016, as disclosed in the Issuer’s Form 6-K, filed with the U.S. Securities Exchange Commission (“ SEC ”) on July 29, 2016.

(1) Based upon 5,244,915 Ordinary Shares issued and outstanding as of June 30, 2016, as disclosed in the Issuer’s Form 6-K, filed with the SEC on July 29, 2016.

(1) Based upon 5,244,915 Ordinary Shares issued and outstanding as of June 30, 2016, as disclosed in the Issuer’s Form 6-K, filed with the SEC on July 29, 2016.

This Amendment No. 3 is being filed jointly by Shiji (Hong Kong) Limited, a company incorporated under the laws of Hong Kong S.A.R. (“ Shiji HK ”), Beijing Shiji Information Technology Co., Ltd., a company incorporated under the laws of the People’s Republic of China (“ Beijing Shiji ”), and Mr. Zhongchu Li (collectively, the “ Reporting Persons ”).

This Amendment No. 3 amends and supplements the statement on Schedule 13D jointly filed with the Securities and Exchange Commission on November 25, 2015 by the Reporting Persons (the “ Original Schedule 13D ”), as previously amended by Amendment No.1 to the Original Schedule 13D filed on December 8, 2015 and Amendment No.2 to the Original Schedule 13D filed on June 7, 2016. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Schedule 13D, as amended.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

As further described in Item 4 below, the transactions contemplated by the Merger Agreement (as defined in Item 4 below), including the Merger (as defined in Item 4 below), will be financed entirely by the equity capital of the Reporting Persons.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

Merger Agreement

On September 23, 2016, the Issuer entered into an agreement and plan of merger (the “ Merger Agreement ”) with Shiji HK, and eFuture CI Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Shiji HK (“ Merger Sub ”).

The Merger Agreement provides for the merger of Merger Sub with and into the Issuer, with the Issuer continuing as the surviving company and a wholly-owned subsidiary of Shiji HK (the “ Merger ”). At the effective time of the Merger, each Ordinary Share that is issued and outstanding immediately prior to the effective time (other than (i) Ordinary Shares held by the Issuer or any of its subsidiaries (if any), (ii) Ordinary Shares beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by Shiji HK, Merger Sub or any of their affiliates, in each case, immediately prior to the effective time and (iii) dissenting shares, (i), (ii) and (iii) collectively, “ Excluded Shares ”) shall be canceled and cease to exist, in exchange for the right to receive US$6.42 per share in cash without interest. Each Excluded Share that is issued and outstanding immediately prior to the effective time (other than dissenting shares) shall be cancelled and cease to exist without any consideration. Each dissenting share that is issued and outstanding immediately prior to the effective time shall be cancelled and cease to exist, in consideration for the right to receive the payment of the fair value of such dissenting share as determined in accordance with the applicable law of the Cayman Islands.

The Merger Agreement contains customary representations, warranties and covenants for a transaction of this type. The Merger Agreement also contains customary covenants, including covenants providing for each of the parties (i) to use reasonable best efforts to cause the transactions to be consummated and (ii) to call and convene an extraordinary general meeting of the shareholders of the Issuer for purposes of passing resolutions to authorize and approve the Merger Agreement, the plan of merger and the Merger. The Merger Agreement also requires the Issuer to carry on its operations in the ordinary course of business consistent with past practice during the period between the execution of the Merger Agreement and the effective time. The Issuer is subject to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to and engage in discussions with third

parties regarding alternative acquisition proposals, subject to certain exceptions in certain circumstances prior to the approval of the Merger Agreement by the shareholders of the Issuer.

The Merger and other transactions contemplated by the Merger Agreement will be funded by the equity capital of the Reporting Persons.

The consummation of the Merger is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the approval of the Merger Agreement by affirmative vote of the shareholders representing at least two-thirds (2/3) of the outstanding Ordinary Shares present and voting in person or by proxy as a single class at the shareholders meeting of the Issuer. The Merger Agreement may be terminated by the Issuer or Shiji HK under certain circumstances.

If the transactions contemplated by the Merger Agreement are consummated, the Ordinary Shares will be delisted from the NASDAQ Capital Market and deregistered under the Exchange Act.

Upon consummation of the Merger, the directors of Merger Sub as of immediately prior to the effective time of the Merger and the officers of the Issuer as of immediately prior to the effective time of the Merger shall in each case be the directors and officers of the surviving company, until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the surviving company’s memorandum and articles of association.

Support Agreement

In connection with the transactions contemplated by the Merger Agreement, on September 23, 2016, Shiji HK and the Issuer entered into a support agreement (the “ Support Agreement ”), pursuant to which Shiji HK agreed to (i) vote all of its shares in the Issuer in favor of, among other things, the Merger and the Merger Agreement and (ii) restrict the transfer of its shares in the Issuer, in each case in accordance with the terms of the Support Agreement.

The Support Agreement will terminate immediately upon the valid termination of the Merger Agreement.

The description of the Merger Agreement and the Support Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and the Support Agreement, which are attached hereto as Exhibit 99.2 and 99.3 and are incorporated herein by reference.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a)–(b) The following information with respect to the ownership of Ordinary Shares by each of the Reporting Persons as the date hereof:

As of the date hereof, Shiji HK directly owns 2,744,857 Ordinary Shares, representing 52.33% of the total outstanding Ordinary Shares.

Beijing Shiji, as the sole owner of Shiji HK, may be deemed to beneficially own 2,744,857 Ordinary Shares, representing 52.33% of the total outstanding Ordinary Shares, and share voting and investment power over such shares.

Mr. Zhongchu Li, directly owns 54.77% of the total issued and outstanding shares of Beijing Shiji, is the ultimate controller of Beijing Shiji. As a result, Mr. Zhongchu Li may be deemed to beneficially own 2,744,857 Ordinary Shares, representing 52.33% of the total outstanding Ordinary Shares, and share voting and investment power over such shares. Mr. Zhongchu Li and his affiliated entities and the officers, partners, members, and managers thereof, other than Shiji HK and Beijing Shiji, disclaim beneficial ownership of the shares held directly by Shiji HK.

The above disclosure of percentage information relating to the Ordinary Shares is based upon 5,244,915 Ordinary Shares issued and outstanding as of June 30, 2016, as disclosed in the Issuer’s Form 6-K, filed with the SEC on July 29, 2016.

(e) Not applicable.

Item 7 is hereby amended and supplemented as follows:

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: September 23, 2016