Statement of Ownership (sc 13g)
February 05 2016 - 6:16AM
Edgar (US Regulatory)
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934*
(Name of Issuer)
Ordinary shares of par value of $0.0005 per share
(Title of Class of Securities)
(CUSIP Number)
(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 persons 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).
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Names of Reporting Persons Xin Zhou |
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Check the Appropriate Box if a Member of a Group |
(a) o |
(b) o |
3 |
SEC Use Only
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4 |
Citizenship or Place of Organization
Peoples Republic of China |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power 15,940,960 ordinary shares. See Item 4. |
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Shared Voting Power 0 |
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Sole Dispositive Power 15,940,960 ordinary shares. See Item 4. |
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Shared Dispositive Power 0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 15,940,960 ordinary shares |
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11 |
Percent of Class Represented by Amount in Row (9) 8.3% |
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Type of Reporting Person IN |
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2
1 |
Names of Reporting Persons Reckon Capital Limited |
2 |
Check the Appropriate Box if a Member of a Group |
(a) o |
(b) o |
3 |
SEC Use Only
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4 |
Citizenship or Place of Organization
British Virgin Islands |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power 15,915,960 ordinary shares. See Item 4. |
6 |
Shared Voting Power 0 |
7 |
Sole Dispositive Power 15,915,960 ordinary shares. See Item 4. |
8 |
Shared Dispositive Power 0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 15,915,960 ordinary shares |
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11 |
Percent of Class Represented by Amount in Row (9) 8.3% |
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Type of Reporting Person CO |
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3
1 |
Names of Reporting Persons Turbo Chance Limited |
2 |
Check the Appropriate Box if a Member of a Group |
(a) o |
(b) o |
3 |
SEC Use Only
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4 |
Citizenship or Place of Organization
British Virgin Islands |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power 15,915,960 ordinary shares. See Item 4. |
6 |
Shared Voting Power 0 |
7 |
Sole Dispositive Power 15,915,960 ordinary shares. See Item 4. |
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Shared Dispositive Power 0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 15,915,960 ordinary shares |
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11 |
Percent of Class Represented by Amount in Row (9) 8.3% |
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Type of Reporting Person CO |
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Item 1(a). |
Name of Issuer: Jupai Holdings Limited |
Item 1(b). |
Address of Issuers Principal Executive Offices: 10/F Jinsui Building, No. 379 South Pudong Road, Pudong District, Shanghai, Peoples Republic of China |
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Item 2(a). |
Name of Person Filing: Xin Zhou
Reckon Capital Limited
Turbo Chance Limited |
Item 2(b). |
Address of Principal Business Office, or, if none, Residence: Xin Zhou
c/o 11/F, Qiushi Building, No. 383 Guangyuan Road,
Shanghai, Peoples Republic of China
Reckon Capital Limited
Turbo Chance Limited
Room 2101, 21/F, World-Wide House, 19 Des Voeux Road C.
Central, Hong Kong |
Item 2(c). |
Citizenship: Reckon Capital Limited British Virgin Islands
Turbo Chance Limited British Virgin Islands
Xin Zhou Peoples Republic of China |
Item 2(d). |
Title of Class of Securities: Ordinary shares of par value of $0.0005 per share |
Item 2(e). |
CUSIP No.: G52141 101 |
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Item 3. |
Not Applicable |
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Item 4. |
Ownership |
The following information with respect to the ownership of the ordinary shares of par value of $0.0005 per share of Jupai Holdings Limited (the Issuer) by each of the reporting persons is provided as of December 31, 2015: |
Reporting Person |
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Amount beneficially owned: |
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Percent of class: |
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Sole power to vote or direct the vote: |
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Shared power to vote or to direct the vote: |
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Sole power to dispose or to direct the disposition of: |
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Shared power to dispose or to direct the disposition of: |
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Xin Zhou |
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15,940,960 |
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8.3 |
% |
15,940,960 |
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0 |
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15,940,960 |
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0 |
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Reckon Capital Limited |
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15,915,960 |
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8.3 |
% |
15,915,960 |
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0 |
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15,915,960 |
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0 |
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Turbo Chance Limited |
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15,915,960 |
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8.3 |
% |
15,915,960 |
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0 |
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15,915,960 |
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0 |
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Reckon Capital Limited is the record holder of 15,915,960 ordinary shares of the Issuer. Turbo Chance Limited owns 60% equity interest in Reckon Capital Limited. Mr. Xin Zhou is the sole shareholder of Turbo Chance Limited and is the sole director of both Reckon Capital Limited and Turbo Chance Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of Turbo Chance Limited and Mr. Xin Zhou may be deemed to beneficially own all of the ordinary shares of the Issuer held by Reckon Capital Limited. In addition, Mr. Zhou has the right to acquire 25,000 ordinary shares of the Issuer within 60 days following December 31, 2015.
The percentages used herein are calculated based upon 192,057,759 ordinary shares of the Issuer issued and outstanding as of January 6, 2016.
Item 5. |
Ownership of Five Percent or Less of a Class |
Not applicable |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable |
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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 |
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Item 8. |
Identification and Classification of Members of the Group |
Not applicable |
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Item 9. |
Notice of Dissolution of Group |
Not applicable |
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Item 10. |
Certifications |
Not applicable |
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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: February 5, 2016 |
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Xin Zhou |
/s/ Xin Zhou |
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Reckon Capital Limited |
By: |
/s/ Xin Zhou |
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Name: Xin Zhou |
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Title: Director |
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Turbo Chance Limited |
By: |
/s/ Xin Zhou |
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Name: Xin Zhou |
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Title: Director |
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LIST OF EXHIBITS
Exhibit No. |
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Description |
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99.1 |
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Joint Filing Agreement |
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Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0005 per share, of Jupai Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 5, 2016.
Xin Zhou |
/s/ Xin Zhou |
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Reckon Capital Limited |
By: |
/s/ Xin Zhou |
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Name: Xin Zhou |
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Title: Director |
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Turbo Chance Limited |
By: |
/s/ Xin Zhou |
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Name: Xin Zhou |
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Title: Director |
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