SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
(Name of Issuer) eHi Car Services Limited
(Title of Class of Securities) American depositary shares,
each represents two Class A Common Shares,
par value $0.001 per share
(CUSIP Number) 26853A100
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
Greenwoods Asset Management Limited
Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111
Cayman Islands, British West Indies
+86 21 20830300
(Date of Event Which Requires Filing of this Statement)
June 08, 2015
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box.
[x]
CUSIP No. 26853A100
1.
NAMES OF REPORTING PERSONS:
GREENWOODS ASSET MANAGEMENT LIMITED.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):
a. [ ] b. [X]
3.
SEC USE ONLY:
4.
SOURCE OF FUNDS (See Instructions): OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) [ ]
2(e) [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER:0 shares
8.
SHARED VOTING POWER:
3,157,045 ADSs, which represent 6,314,090 Class A Common
Shares
9.
SOLE DISPOSITIVE POWER:0 shares
10.
SHARED DISPOSITIVE POWER:
3,157,045 ADSs, which represent 6,314,090 Class A Common
Shares
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,157,045 ADSs, which represent 6,314,090 Class A Common
Shares
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):21.5%
14.
TYPE OF REPORTING PERSON (See Instructions): IA
CUSIP No. 26853A100
1.
NAMES OF REPORTING PERSONS:
GREENWOODS ASSET MANAGEMENT HOLDINGS LIMITED.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):
a. [ ] b. [X]
3.
SEC USE ONLY:
4.
SOURCE OF FUNDS (See Instructions): OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) [ ]
2(e) [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION: BRITISH VIRGIN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER:0 shares
8.
SHARED VOTING POWER:
3,157,045 ADSs, which represent 6,314,090 Class A Common
Shares
9.
SOLE DISPOSITIVE POWER:0 shares
10.
SHARED DISPOSITIVE POWER:
3,157,045 ADSs, which represent 6,314,090 Class A Common
Shares
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,157,045 ADSs, which represent 6,314,090 Class A Common
Shares
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):21.5%
14.
TYPE OF REPORTING PERSON (See Instructions): HC
CUSIP No. 26853A100
1.
NAMES OF REPORTING PERSONS:
UNIQUE ELEMENT GROUP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):
a. [ ] b. [X]
3.
SEC USE ONLY:
4.
SOURCE OF FUNDS (See Instructions): OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) [ ]
2(e) [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION: BRITISH VIRGIN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER:0 shares
8.
SHARED VOTING POWER:
3,157,045 ADSs, which represent 6,314,090 Class A Common
Shares
9.
SOLE DISPOSITIVE POWER:0 shares
10.
SHARED DISPOSITIVE POWER:
3,157,045 ADSs, which represent 6,314,090 Class A Common
Shares
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,157,045 ADSs, which represent 6,314,090 Class A Common
Shares
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):21.5%
14.
TYPE OF REPORTING PERSON (See Instructions): HC
CUSIP No. 26853A100
1.
NAMES OF REPORTING PERSONS:
JINZHI JIANG
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):
a. [ ] b. [X]
3.
SEC USE ONLY:
4.
SOURCE OF FUNDS (See Instructions): OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) [ ]
2(e) [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION: People's Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER:0 shares
8.
SHARED VOTING POWER:
3,157,045 ADSs, which represent 6,314,090 Class A Common
Shares
9.
SOLE DISPOSITIVE POWER:0 shares
10.
SHARED DISPOSITIVE POWER:
3,157,045 ADSs, which represent 6,314,090 Class A Common
Shares
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,157,045 ADSs, which represent 6,314,090 Class A Common
Shares
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):21.5%
14.
TYPE OF REPORTING PERSON (See Instructions): HC/IN
ITEM 1.
SECURITY AND ISSUER
This Schedule 13D relates to the Class A Common Shares of eHi Car Services
Limited, a company organized under the laws of the Cayman Islands
(the "Issuer"). The address of the principal executive offices of the Issuer is
Unit 12/F, Building No. 5, Guosheng Center, 388 Daduhe Road,
Shanghai, 200062, People's Republic of China.
ITEM 2.
IDENTITY AND BACKGROUND
This Schedule 13D is filed by Greenwoods Asset Management Limited, an exempted
Cayman Islands company ("Greenwoods" or the "Reporting Person"). The principal
business of Greenwoods is investment management and its business address is
Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111
Cayman Islands, British West Indies; and Mr. Jinzhi Jiang is the CEO and CIO of
Greenwoods; and Mr. Kwai Lun Ho is the Head of Compliance of Greenwoods.
Greenwoods is the Manager of Golden China Master Fund and Greenwoods China
Alpha Master Fund. Greenwoods Asset Management Holdings Company is a British
Virgin Islands ("BVI") company which is the Holding company of Greenwoods Asset
Management Limited. Unique Element Corp is a BVI company which is the major
shareholding company of Greenwoods Asset Management Holdings Limited. Mr.
Jinzhi Jiang, CEO and CIO of Greenwoods, is the owner of Unique Element Corp.
None of the Reporting Persons has, during the past five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which such
person 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
In connection with the Issuer's initial public offering of American Depositary
Shares, each representing two Class A Common Shares, par value $0.001 per share
(the "IPO"), on November 17, 2014, Greenwoods used cash on-hand of
Golden China Master Fund and Greenwoods China Alpha Master Fund to purchase
an aggregate of 2,200,000 American Depositary Shares, which represent 4,400,000
Class A Common Shares with a total consideration of $26,400,000. Subsequent
market purchases in ADSs were done during the period from December 12,2014
to March 11 2015 with a total of 957,045 shares.
ITEM 4.
PURPOSE OF TRANSACTION
T
he Reporting Persons acquired the ADSs, each represents two Class A Common
Shares, reported in this Schedule 13D for investment purposes only.
None of the Reporting Persons has any current plans or proposals which relate
to, or would result in, any of the matters referred to in paragraphs
(a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.
Subject to the rights and restrictions described in Item 6 below,
the Reporting Persons may, at any time and from time to time, review or
reconsider their position and/or change their purpose and/or formulate plans
or proposals with respect thereto.
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
As the Manager of Golden China Master Fund and Greenwoods China Alpha
Master Fund, Greenwoods is hereby deemed to be the beneficial owner of
, and to control the voting power of, (i) 2,520,000 ADSs held by
Golden China Master Fund, which represents 5,040,000 Class A Common Shares of
the Issuer and approximately 17.2% of the outstanding Class A common shares,
and (ii) 637,045 ADSs held by Greenwoods China Alpha Master Fund, which
represents 1,274,090 Class A Common Shares of the Issuer and 4.3% of the
outstanding Class A common shares.
In the past 60 days, Greenwoods has effected the following transactions:
Transaction Date
02/12/2015
Effecting Person(s)
Greenwoods
Shares Acquired
28,500 ADSs, each represent 57,000 Class A
Common Shares, par value $0.001 per share
Shares Disposed
0
Price Per Share
$
10.2951
Description of Transaction
Open Market purchase
Transaction Date
03/11/2015
Effecting Person(s)
Greenwoods
Shares Acquired
673,545ADSs, each represent 1,347,090 Class A
Common Shares, par value $0.001 per share
Shares Disposed
0
Price Per Share
$
8.0000
Description of Transaction
Open Market purchase
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Nil.
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Transactions in American Depositary Shares by
Greenwoods for and on behalf of funds under its management
since the first acquisition via Initial Public Offering.
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
GREENWOODS ASSET MANAGEMENT LIMITED
Dated: June 08, 2015
By
/s/ Kwai Lun Ho
Name: Kwai Lun Ho
Title: Head of Compliance
Exhibit A:
Trade Date B/S Qty of ADSs Price($) Consideration($)
18-Nov-14 B 2,200,000 12.00 26,400,000
12-Dec-14 B 55,000 9.1136 501,248
15-Dec-14 B 200,000 8.9826 1,796,520
12-Feb-15 B 28,500 10.2951 293,410
11-Mar-15 B 673,545 8.00 5,388,360