SC 13G 1 a16-3385_1sc13g.htm SC 13G

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934*

 

Jupai Holdings Limited

(Name of Issuer)

Ordinary shares of par value of $0.0005 per share

(Title of Class of Securities)

G52141 101

(CUSIP Number)

December 31, 2015

(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 person's 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).

 


 

1

Names of Reporting Persons
Tianxiang Hu

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

3

SEC Use Only

 

 

 

 

 

4

Citizenship or Place of Organization
People’s Republic of China

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
28,953,208 ordinary shares. See Item 4.

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
28,953,208 ordinary shares. See Item 4.

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
28,953,208 ordinary shares

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

11

Percent of Class Represented by Amount in Row (9)
15.0%

 

12

Type of Reporting Person
IN

 

 

2


 

1

Names of Reporting Persons
Juda Holding Inc.

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

3

SEC Use Only

 

 

 

 

 

4

Citizenship or Place of Organization
British Virgin Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
27,640,078 ordinary shares. See Item 4.

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
27,640,078 ordinary shares. See Item 4.

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
27,640,078 ordinary shares

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

11

Percent of Class Represented by Amount in Row (9)
14.4%

 

12

Type of Reporting Person
CO

 

 

3


 

Item 1(a).

Name of Issuer:
Jupai Holdings Limited

Item 1(b).

Address of Issuer’s Principal Executive Offices:
10/F Jinsui Building,

No. 379 South Pudong Road, Pudong District,

Shanghai, People's Republic of China

 

Item 2(a).

Name of Person Filing:
Tianxiang Hu

Juda Holding Inc.

Item 2(b).

Address of Principal Business Office, or, if none, Residence:
Tianxiang Hu

Juda Holding Inc.

c/o 10/F Jinsui Building,

No. 379 South Pudong Road, Pudong District

Shanghai, People’s Republic of China

Item 2(c).

Citizenship:
Tianxiang Hu – People’s Republic of China

Juda Holding Inc. – British Virgin Islands

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

 

Item 3.

Not Applicable

 

 

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

 

Amount 
beneficially 
owned:

 

Percent 
of class:

 

Sole power to 
vote or direct 
the vote:

 

Shared power 
to vote or to 
direct the 
vote:

 

Sole power to 
dispose or to 
direct the 
disposition of:

 

Shared power 
to dispose or 
to direct the 
disposition of:

 

Tianxiang Hu

 

28,953,208

 

15.0

%

28,953,208

 

0

 

28,953,208

 

0

 

Juda Holding Inc.

 

27,640,078

 

14.4

%

27,640,078

 

0

 

27,640,078

 

0

 

 

Juda Holding Inc., a British Virgin Islands company, is the record holder of 27,640,078 ordinary shares of the Issuer.  Juda Holding Inc. is wholly owned and controlled by Mr. Tianxiang Hu. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Tianxiang Hu may be deemed to beneficially own all of the ordinary shares of the Issuer held by Juda Holding Inc. In addition, Mr. Hu has the right to acquire 1,313,130 ordinary shares of the Issuer within 60 days following December 31, 2015.

 

4


 

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

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

 

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

 

Item 8.

Identification and Classification of Members of the Group

Not applicable

 

Item 9.

Notice of Dissolution of Group

Not applicable

 

 

5


 

Item 10.

Certifications

Not applicable

 

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

 

 

 

 

 

 

 

 

Juda Holding Inc.

By:

/s/ Tianxiang Hu

 

 

Name: Tianxiang Hu

 

 

Title: Director

 

 

 

 

 

 

Tianxiang Hu

/s/ Tianxiang Hu

 

Tianxiang Hu

 

6


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement

 

7