This statement on Schedule 13D (the “Schedule 13D”) constitutes Amendment No. 4 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, Amendment No. 2 filed on April 26, 2017 and Amendment No. 3 filed on March 26, 2018 (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 November 4, 2020, Mr. Zhou’s beneficial ownership in the Issuer equals to 220,000 Ordinary Shares, representing approximately 0.2% of the total issued and outstanding Ordinary Shares. The 220,000 Ordinary Shares beneficially owned by Mr. Zhou are Ordinary Shares issuable to Mr. Zhou upon exercise of options or vesting of restricted shares within 60 days after November 4, 2020. The percentage of Ordinary Shares beneficially owned by Mr. Zhou is based on 136,303,688 Ordinary Shares outstanding as of November 4, 2020 (excluding 3,749,065 Ordinary Shares that had been issued to the depositary of the Issuer and reserved for future grants under the Issuer’s share incentive plan).
As of November 4, 2020, E-House Holding’s beneficial ownership in the Issuer is nil.
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 Ordinary Shares of the Issuer held by E-House Holdings (if any).
Item 5 (c) of the Original Filing is hereby amended and supplemented as follows:
On July 31, 2020, E-House (China) Enterprise Holdings Limited, and Mr. Zhou, E-House (China) Holdings Limited and certain other affiliated entities of Mr. Zhou (collectively the “Zhou Parties”), entered into an equity transfer agreement (“Equity Transfer Agreement”). Pursuant to the Equity Transfer Agreement, E-House (China) Enterprise Holdings Limited has purchased 51,925,996 Ordinary Shares of the Issuer from the Zhou Parties by issuing to the Zhou Parties 166,918,440 of its ordinary shares. Such transaction has been completed on November 4, 2020. This summary description does not purport to be complete, and is qualified in its entirety by the Equity Transfer Agreement dated July 31, 2020, 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* 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, dated March 16, 2018
Exhibit 7.04 Equity Transfer Agreement by and among E-House (China) Enterprise Holdings Limited, Zhou Xin, On Chance Inc., Kanrich Holdings Limited, Jun Heng Investment Limited and E-House (China) Holdings Limited, dated July 31, 2020
* Previously filed.
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