1.
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Names
of Reporting Persons.
Dongfeng
Asset Management Co. Ltd.
|
2
.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[X]
|
3
.
|
SEC
Use Only
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4
.
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Source
of Funds (See Instructions)
WC
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5
.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6
.
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Citizenship
or Place of Organization
People’s
Republic of China
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Number
of
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7.
|
Sole
Voting Power
5,000,000
Class A Common Shares
|
Shares
Beneficially by
Owned by Each
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8
.
|
Shared
Voting Power
|
Reporting
Person With
|
9
.
|
Sole
Dispositive Power
5,000,000
Class A Common Shares
|
|
10.
|
Shared
Dispositive Power
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11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,000,000
Class A Common Shares
|
12
.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
13
.
|
Percent
of Class Represented by Amount in Row (11)
6.7%
(1)
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14
.
|
Type
of Reporting Person (See Instructions)
FI
|
(1)
Based on 74,279,018 Class A Common Shares outstanding as of October 31, 2017 as stated in the proxy statement filed by the Issuer
as Exhibit 99.2 to a Form 6-K filed with the Securities and Exchange Commission on November 30, 2017.
This
Amendment No. 1 on Schedule 13D/A (the “Schedule 13D/A”) amends and supplements the Schedule 13G originally filed
with the Securities and Exchange Commission on February 12, 2015 by Dongfeng Asset Management Co. Ltd. (“
Dongfeng
”)
with respect to the Class A Common Shares of eHi Car Services Limited, a company organized under the laws of the Cayman Islands
(the “
Issuer
”), beneficially owned by Dongfeng.
Item
1. Security and Issuer
This
Schedule 13D/A relates to the Class A Common Shares of the Issuer, whose principal executive offices are located at Unit 12/F,
Building No. 5, Guosheng Center, 388 Daduhe Road, Shanghai, 200062, People’s Republic of China.
Item
2. Identity and Background
(a)
– (c)
|
Dongfeng
is engaged in the asset management business. Dongfeng’s business address is Special No. 1 Dongfeng Road, Wuhan Economic
and Technology Development Zone, Wuhan, Hubei Province, People’s Republic of China.
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(d)
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During
the last five years, Dongfeng has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During
the last five years, Dongfeng has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining Dongfeng from future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Not
applicable.
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Item
3. Source and Amount of Funds or Other Consideration
Not
applicable.
Item
4. Purpose of Transaction
Pursuant
to an agreement and plan of merger, dated as of April 6, 2018 (the “
Merger Agreement
”), among the Issuer, Teamsport
Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“
Parent
”),
and Teamsport Bidco Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and
a wholly owned subsidiary of Parent (“
Merger Sub
”), subject to the terms and conditions thereof, Merger Sub
will be merged with and into the Issuer (the “
Merger
”), with the Issuer continuing as the surviving company
(the “
Surviving Company
”) and becoming a wholly owned subsidiary of Parent. For a detailed description of the
Merger Agreement and related transactions (the “
Transactions
”), see the Form 6-K filed by the Issuer with the
Securities and Exchange Commission on April 6, 2018, including the exhibits thereto.
As
a condition to Parent’s and Merger Sub’s willingness to enter into the Merger Agreement, concurrently with the execution
of the Merger Agreement, Dongfeng entered into the following contractual arrangements:
Dongfeng
and other existing shareholders in the Issuer—L & L Horizon, LLC, a Delaware limited liability company, BPEA Teamsport
Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and The Crawford Group,
Inc., a Missouri corporation (collectively the “
Rollover Shareholders
”)—entered into a contribution and
support agreement dated as of April 6, 2018 (the “
Contribution and Support Agreement
”) with Teamsport Topco
Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“
Holdco
”),
Teamsport Midco Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly
owned subsidiary of Holdco and the parent of Parent (“
Midco
”), and Parent, and pursuant to which each Rollover
Shareholder, including Dongfeng, agreed subject to the terms and conditions set forth therein and among other obligations and
conditions, (a) to the contribution of all of his or its Shares to Holdco in exchange for newly issued ordinary shares of Holdco
immediately prior to the closing of the Merger in accordance with the terms thereof, and (b) to vote all of his or its Securities
(as defined in the Contribution and Support Agreement) in favor of approval of the Merger Agreement, the Merger and the Transactions,
upon the terms and conditions set forth therein.
Dongfeng,
the other Rollover Shareholders, MBK Partners Fund IV, L.P., The Baring Asia Private Equity Fund VI, L.P.1 and certain of its
affiliates, and RedStone Capital Management (Cayman) Limited, a Cayman Islands exempted company (collectively, the “
Investors
”)
entered into an interim investors agreement dated as of April 6, 2018 (the “
Interim Investors Agreement
”) with
Holdco, Midco, Parent and Merger Sub, pursuant to which the parties thereto agreed to certain terms and conditions that will govern
the actions of Holdco, Midco, Parent and Merger Sub and the relationship among the Investors with respect to the Transactions.
Finally,
Dongfeng issued a limited guarantee dated April 6, 2018 in favor of the Issuer (the “
Guarantee
”), pursuant
to which Dongfeng agreed to pay to the Issuer a percentage of termination and other fees and expenses, if and to the extent that
the fees became payable under the Merger Agreement.
On
April 6, 2014, the Issuer announced in a press release that it had entered into the Merger Agreement. Pursuant to the Merger Agreement,
Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the Surviving Company. Under the terms of the
Merger Agreement, (a) each Common Share issued and outstanding immediately prior to the effective time of the Merger will be cancelled
in consideration for the right to receive US$6.75 per Share, and (b) each American depository share (“
ADS
”)
issued and outstanding immediately prior to the effective time of the Merger will be cancelled in consideration for the right
to receive US$13.50 per ADS (less US$0.05 per ADS cancellation fees), in each case, in cash, without interest and net of any applicable
withholding taxes, except for (i) Rollover Shares, which will be contributed by the Rollover to Holdco in exchange for newly issued
shares of Holdco and thereafter contributed by Holdco to Midco and by Midco to Parent and continue as ordinary shares of the Surviving
Company without payment of any consideration or distribution therefor, (ii) Common Shares held by Parent, the Issuer or any of
their subsidiaries immediately prior to the effective time of the Merger, which will be cancelled without payment of any consideration
or distribution therefor, and (iii) Common Shares held by shareholders who shall have validly exercised and not effectively withdrawn
or lost their rights to dissent from the Merger, which will be cancelled and will entitle the former holders thereof to receive
the fair value thereon in accordance with such holder’s dissenters’ rights under the Cayman Islands Companies Law.
The Merger is subject to the approval of the Issuer’s shareholders, the consent of the requisite holders of the senior unsecured
notes issued by the Company in 2015 and 2017, if applicable, and various other closing conditions.
If
the Merger is consummated, the Issuer will become a wholly owned subsidiary of Parent, the ADSs would be delisted from the New
York Stock Exchange, the Issuer’s obligations to file periodic reports under the Act would be terminated, and the Issuer
will be privately held by the Investors.
Consummation
of the Transactions could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including
the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer,
a change to the board of directors of the Issuer (as the surviving company in a merger) to consist solely of persons to be designated
by the Investors, and a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would become
a privately held company.
Dongfeng
reserves the right to change its plans and intentions in connection with any of the actions discussed in this Item 4 and may,
from time to time, formulate other purposes, plans or proposals regarding the Issuer or any other actions that could involve one
or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule
13D. Any action taken by the Dongfeng may be effected at any time or from time to time, subject to any applicable limitations
imposed thereon by any applicable laws and the terms of the agreements referenced herein.
The
information regarding Merger Agreement, the Contribution and Support Agreement, the Interim Investors Agreement, and the Guarantee
referenced in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full agreements,
copies of which are referenced or attached hereto, and which are incorporated herein by reference in their entirety.
Item
5. Interest in Securities of the Issuer
(a)-(b)
|
The
information contained in the cover pages to this Schedule 13D/A and the information set forth or incorporated in Items 4 of
this Schedule 13D/A are incorporated herein by reference.
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Dongfeng
may be deemed to be a “group” with the Rollover Shareholders and their respective affiliates pursuant to Section
13(d) of the Act as a result of their actions in respect of the Merger. However, Dongfeng expressly disclaims beneficial ownership
for all purposes of the Common Shares and ADSs beneficially owned (or deemed to be beneficially owned) by the Rollover Shareholders
(other than the 5,000,000 Class A Common Shares beneficially owned by Dongfeng). Dongfeng is only responsible for the information
contained in the Schedule 13G as amended by this Schedule 13D/A and assumes no responsibility for information contained in
any other Schedule 13D (or any amendment thereto) filed by any Rollover Shareholder.
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(c)
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Except
as reported in Item 4 of this Schedule 13D/A, Dongfeng has not affected any transaction in the Issuer’s Class A Common
Shares during the 60-day period prior to the filing of this Schedule 13D/A.
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(d)
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Not
applicable.
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|
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(e)
|
Not
applicable.
|
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Items
4 and 7 are incorporated herein by reference.
Item
7. Material to Be Filed as Exhibits
Exhibit
99.1
|
Agreement and Plan of Merger among the Issuer, Parent and Merger Sub, dated April 6, 2018 (incorporated by reference to Exhibit 99.2 of the Issuer’s Report on 6-K filed with the SEC on April 6, 2018).
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Exhibit
99.2
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Contribution and Support Agreement dated April 6, 2018 among Dongfeng, the other Rollover Shareholders, Holdco, Midco and Parent.
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Exhibit
99.3
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Interim Investors Agreement dated April 6, 2018 among Dongfeng, the other Investors, Holdco, Midco, Parent and Merger Sub.
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Exhibit
99.4
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Limited Guaranty dated April 6, 2018 issued by Dongfeng in favor of the Issuer.
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Signatures
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally
and not jointly, certifies that the information set forth in this statement is true, complete and correct.
Dated:
May 1, 2018
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DONGFENG ASSET MANAGEMENT CO. LTD.
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By:
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/s/
Lu Feng
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Lu
Feng
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General
Manager
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