UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
China Real Estate Information Corporation
(Name of Issuer)
Ordinary Shares, par value $0.0002
(Title of Class of Securities)
(CUSIP Number)
Li-Lan Cheng
E-House (China) Holdings Limited
17/F, Merchandise Harvest
Building (East)
No. 333 North Chengdu Road
Shanghai 200041
The Peoples Republic of China
Phone: +86 21 6133 0808
Facsimile: +86 21 6133 0707
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queens Road Central
Hong Kong
Phone: (852) 3740-4700
December 28, 2011
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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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1
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NAMES OF REPORTING PERSONS
E-House (China) Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, OO
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5
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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
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Cayman Islands
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7
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SOLE VOTING POWER
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NUMBER OF
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75,939,975 ordinary shares
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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75,939,975 ordinary shares
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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75,939,975 ordinary shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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54.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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2
Introductory Note:
This amendment No. 2 to Statement on Schedule 13D (the
Amendment No. 2
) is being
filed by E-House (China) Holdings Limited (
E-House
) with respect to its beneficial
ownership of shares of China Real Estate Information Corporation, a company organized under the
laws of the Cayman Islands (the
Company
). This Amendment No. 2 amends and supplements the
Schedule 13D and amendment No. 1 to Schedule 13D filed by E-House with the Securities and Exchange
Commission on December 11, 2009 and November 1, 2011 respectively (collectively, the
Original
Schedule 13D
). Except as provided herein, this Amendment No. 2 does not modify any of the
information previously reported on the Original Schedule 13D.
Item 1. Security and Issuer.
This Amendment No. 2 relates to the ordinary shares, par value $0.0002 per share (the
Shares
), of the Company, whose principal executive offices are located at No. 383
Guangyan Road, Shanghai 200072, the Peoples Republic of China.
Item 2. Identity and Background.
This Amendment No. 2 is being filed by E-House. E-House provides a wide range of services to
the real estate industry in China, including primary sales agency, secondary brokerage, information
and consulting, online, advertising, promotional events and investment management services. The
principal executive offices of E-House are located at 17/F, Merchandise Harvest Building (East),
No. 333 North Chengdu Road, Shanghai 200041, the Peoples Republic of China. The name, business
address, present principal occupation or employment and citizenship of each of the executive
officers and directors of E-House are set forth on
Schedule A
hereto and are incorporated
herein by reference.
During the last five years, neither E-House nor, to the best of its knowledge, any of the
persons listed on
Schedule A
hereto has been: (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following
at the end thereof:
Pursuant to the Agreement and Plan of Merger, dated as of December 28, 2011 (the
Merger
Agreement
), by and among E-House, CRIC (China) Holdings Limited, an exempted company with
limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary
of E-House (
Merger Sub
), and the Company, upon the terms and subject to the conditions
set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with the
Company continuing as the surviving corporation (the
Surviving Corporation
) and a
wholly-owned subsidiary of E-House (the
Merger
). A copy of the Merger Agreement is filed
as
Exhibit A
and is incorporated herein by reference.
3
Pursuant to the Merger Agreement, E-House will acquire through a merger all the outstanding
Shares of the Company that are not owned by E-House for a fixed consideration consisting of $1.75
cash and 0.6 E-House ordinary shares / American depositary shares (ADSs) for each Company Share. E-House
increased the cash portion of the consideration to $1.75 from the $1.60 initially proposed to the
board of directors of the Company and publicly announced on October 28, 2011.
E-House intends to fund the Merger through its cash and cash equivalents on hand, including
funds held by the Company, and its own equity.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following
at the end thereof:
On December 28, 2011, E-House entered into the Merger Agreement with Merger Sub and the
Company. The description of the Merger Agreement herein is qualified in its entirety by reference
to
Exhibit A
, which is incorporated herein by reference.
Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, at the
effective time of the Merger, each of Company Shares (not including Company Shares represented by
Company ADSs) issued and outstanding immediately prior to the effective time of the Merger will be
cancelled in exchange for the right to receive 0.6 E-House ordinary shares and $1.75 in cash
without interest, and each of Company Shares represented by Company ADSs issued and outstanding
immediately prior to the effective time of the Merger will be cancelled in exchange for the right
to receive 0.6 E-House ADSs and $1.75 in cash without interest.
Notwithstanding the consideration generally payable to the shareholders of the Company in the
Merger, Company Shares (including Company Shares represented by Company ADSs) that at the effective
time of the Merger are (1) beneficially owned by E-House, Merger Sub, or any wholly-owned
subsidiaries of the Company, (2) issued to the depositary bank which maintains the Companys
American depositary share program and reserved for future grants under the Companys share
incentive plan, or (3) held by the Company in treasury either in the form of ordinary shares or ADSs
(collectively, the
Excluded Company Shares
) will be cancelled in the Merger and no
consideration will be delivered or deliverable in exchange therefor, and each Company Share owned
by shareholders who have validly exercised and have not effectively withdrawn or lost their
appraisal rights under the Cayman Islands Companies Law, will be cancelled for the appraised or
agreed value under the Cayman Islands Companies Law.
The Companys board of directors, acting upon the unanimous recommendation of the special
committee formed by the Companys board of directors (the
Special Committee
), approved
the Merger Agreement and the Merger and resolved to recommend that the Companys shareholders vote
to approve the Merger Agreement and the Merger. The Special Committee, which is composed solely of
directors unrelated to E-House or Merger Sub, negotiated the terms of the Merger Agreement with the
assistance of its financial and legal advisors.
4
Completion of the Merger is subject to the approval of the Merger Agreement and the Merger by
an affirmative vote of shareholders (i) representing two-thirds or more of the Shares present and
voting in person or by proxy at a meeting of the Companys shareholders which will be convened to
consider the approval of the Merger Agreement and the Merger, and (ii) holding a majority of the
outstanding Shares of the Company other than the Excluded Company Shares, as well as certain other
customary closing conditions. E-House has advised the Companys board of directors that it intends
to vote in favor of the approval of the Merger Agreement and the Merger. However, there can be no
assurance that the Merger will receive necessary approvals or be consummated.
At the effective time of the Merger, the memorandum of association and articles of association
of Merger Sub then in effect will be the memorandum of association and articles of association (the
Articles of Association
) of the Surviving Corporation, except that, at the effective
time,
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(i)
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Clause 1 of the memorandum of association will be amended to be and read as follows:
The name of the Company is China Real Estate Information Corporation
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(ii)
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Clause 2 of the memorandum of association will be amended to be and read as follows:
The Registered Office of the Company shall be at the offices of Maples Corporate Services
Limited, PO Box 309, Ugland House, Grand Cayman, KY 1-1104, Cayman Islands, or at such
other place within the Cayman Islands as the Directors may decide, and
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(iii)
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the Articles of Association will be amended to refer to the name of the Surviving
Corporation as China Real Estate Information Corporation
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in each case,
until thereafter changed or amended as provided therein or by applicable laws.
At the effective time of the Merger, (i) the directors of Merger Sub immediately prior to the
effective time will be the directors of the Surviving Corporation, each to hold office in
accordance with the articles of association until their respective death, resignation or removal or
until their respective successors are duly elected and qualified; and (ii) the officers of the
Company immediately prior to the effective time will be the officers of the Surviving Corporation,
each to hold office in accordance with the Articles of Association until successors are duly
elected or appointed and qualified.
As of the date hereof, E-House beneficially owns an aggregate of 75,939,975 Shares of the
Company, representing approximately 54.1% of the total outstanding Shares of the Company. Following
the consummation of the Merger, the Company would become a wholly-owned subsidiary of E-House, and
its ADSs would no longer be traded on the NASDAQ Global Select Market and would cease to be
registered under Section 12 of the Securities Exchange Act of 1934.
Except as set forth herein, E-House has no present plans or proposals that relate to or would
result in any of the transactions described in other paragraphs of Item 4 of Schedule 13D.
5
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended in its entirety by the following:
The responses to Rows (7) through (13) of the cover pages of this Amendment No. 2 are hereby
incorporated by reference in this Item 5. The information with respect to Shares that may be deemed
to be beneficially owned by each director and officer of E-House is set forth on
Schedule B
hereto, which is incorporated herein by reference.
E-House beneficially owns an aggregate of 75,939,975 Shares of the Company, consisting of
74,555,555 ordinary shares and 1,384,420 ordinary shares in the form of ADSs, which represent
approximately 54.1% of the total outstanding Shares of the Company.
Except as disclosed in this Amendment No. 2 (including in the schedules attached hereto),
neither E-House nor, to the best of its knowledge, any of the persons listed in
Schedule A
hereto, beneficially owns any Shares or has the right to acquire any Shares.
Except as disclosed in this Amendment No. 2, neither E-House nor, to the best of its
knowledge, any of the persons listed in
Schedule A
hereto, presently has the power to vote
or to direct the vote or to dispose or direct the disposition of any of the Shares that they may be
deemed to beneficially own.
Except as disclosed in this Amendment No. 2, neither E-House nor, to the best of its
knowledge, any of the persons listed in
Schedule A
hereto, has effected any transaction in
the Shares during the past 60 days.
To the best knowledge of E-House, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially
owned by E-House.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
The information set forth in Items 3 and 4 above is hereby incorporated by reference in this
Item 6.
Except as described in the Original Schedule 13D or in this Amendment No. 2 or incorporated by
reference in this Amendment No. 2, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between E-House or, to the best of its knowledge, any of the
persons named in
Schedule A
hereto and any other person with respect to any securities of
the Company, including, but not limited to, transfer or voting of any securities, finders fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
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Exhibit No.
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Description
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A
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Agreement and Plan of Merger, dated December 28, 2011, by and
among E-House (China) Holdings Limited, CRIC (China) Holdings
Limited and China Real Estate Information Corporation
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6
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: December 30, 2011
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E-House (China) Holdings Limited
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By:
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/s/ Li-Lan Cheng
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Name:
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Li-Lan Cheng
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Title:
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Chief Financial Officer
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7
SCHEDULE A
Directors and Executive Officers of E-House
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Present Principal
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Name
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Position with E-House
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Occupation
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Business Address
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Citizenship
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Xin Zhou
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Executive Chairman
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*
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**
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P.R. China
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Jianjun Zang
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Acting Chief
Executive Officer
and Director
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*
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**
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P.R. China
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Neil Nanpeng Shen
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Director
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Founding Partner of
Sequoia Capital
China Advisors
(Hong Kong) Limited
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Suite 2215, 22/F,
Two Pacific Place,
88 Queensway Road,
Hong Kong
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Hong Kong
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Canhao Huang
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Director
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*
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**
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P.R. China
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Bing Xiang
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Independent Director
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Professor and Dean
of Cheung Kong
Graduate School of
Business
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**
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Hong Kong
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Hongchao Zhu
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Independent Director
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Managing Partner of
Shanghai United Law
Firm
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**
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P.R. China
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May Wu
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Independent Director
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Chief Financial
Officer of Home
Inns & Hotels
Management Inc.
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**
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U.S.
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Jeffrey Zhijie Zeng
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Independent Director
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Founding Managing
Partner of Kaixin
Investment
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**
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P.R. China
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Yunchang Gu
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Independent Director
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Vice President of
China Real Estate
and Housing
Research
Association
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**
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P.R. China
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Li-Lan Cheng
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Chief Financial
Officer
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*
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**
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U.S.
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*
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The present principal occupation is the same with his/her position with E-House.
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**
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17/F, Merchandise Harvest Building (East), No. 333 North Chengdu Road, Shanghai 200041, the
Peoples Republic of China.
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8
SCHEDULE B
Shares Beneficially Owned by the Directors and Executive Officers of E-House
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Shares Beneficially Owned
(1)
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Number
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%
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Directors and Executive Officers
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Xin Zhou
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4,481,236
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(2)
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3.19
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%
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Jianjun Zang
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58,332
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(3)
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0.04
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%
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Neil Nanpeng Shen
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29,998
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(3)
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0.02
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%
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Canhao Huang
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58,332
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(3)
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0.04
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%
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Bing Xiang
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14,996
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(3)
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0.01
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%
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Hongchao Zhu
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14,996
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(3)
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0.01
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%
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May Wu
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22,500
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(3)
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0.02
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%
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Jeffrey Zhijie Zeng
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14,996
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(3)
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0.01
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%
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Yunchang Gu
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14,996
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(3)
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0.01
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%
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Li-Lan Cheng
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300,000
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(4)
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0.21
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%
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(1)
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For each person included in this table, percentage of beneficial ownership is calculated by
dividing the number of shares beneficially owned by such person by the sum of the number of Shares
outstanding and either the number of Shares underlying share options held by such person that are
exercisable within 60 days or the number of restricted shares held by such person that will be
vested within 60 days, as the case may be. The total number of Shares outstanding as of December
28, 2011 is 140,320,006.
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(2)
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Represent 3,200,000 ADSs and options to purchase 1,281,236 Shares that are exercisable within
60 days.
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(3)
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Represent options to purchase Shares that are exercisable within 60 days.
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(4)
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Represent 150,000 ordinary shares and 150,000 restricted shares that will be vested within 60
days.
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9
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