UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

eHi Car Services Limited

(Name of Issuer)

 

Class A common shares, par value $0.001 per share

(Title of Class of Securities)

 

26853A 100

(CUSIP Number)

 

Ms. Shirley Li

Ocean Link Asia Limited

Unit 1903B-05 Exchange Tower

33 Wang Chiu Road, Kowloon Bay

Hong Kong

Facsimile: +852 3421 0430

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 29, 2018

(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 §240.13d-7 for other parties to whom copies are to be sent.

*    The remainder of this cover page shall be filled out for a reporting 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 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).

 


 


 

CUSIP No.   

26853A 100

 

 

1

Name of Reporting Persons
Ocean Imagination L.P.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  o

(b)  x

3

SEC Use Only

4

Source of Funds (See Instructions)
WC

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o

6

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
9,137,975 (1)

8

Shared Voting Power
0

9

Sole Dispositive Power
9,137,975 (1)

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,137,975

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o

13

Percent of Class Represented by Amount in Row (11)
11.0% of Class A common shares (or 6.5% of the total common shares) (2)

14

Type of Reporting Person (See Instructions)
PN

 


(1)          Consists of (i) 538,764 Class A common shares, including 438,764 Class A common shares represented by 219,382 ADSs (as defined below), and (ii) 8,599,211 Class B common shares that may be deemed to be beneficially owned by Ocean Imagination L.P.

 

(2)          The beneficial ownership percentage of the total common shares is calculated based on 74,279,018 Class A common shares and 65,638,557 Class B common shares outstanding as of April 26, 2018, as set forth in the Annual Report on Form 20-F for the year ended December 31, 2017. Holders of Class A common shares are entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Accordingly, and based on the foregoing, the Class A common shares and Class B common shares beneficially owned by Ocean Imagination L.P. represent approximately 11.8% of the aggregate voting power of the total issued and outstanding common shares of the Issuer.

 

2



 

1

Name of Reporting Persons
Ocean Voyage L.P.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  o

(b)  x

3

SEC Use Only

4

Source of Funds (See Instructions)
OO

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o

6

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
9,137,975 (1)

8

Shared Voting Power
0

9

Sole Dispositive Power
9,137,975 (1)

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,137,975

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o

13

Percent of Class Represented by Amount in Row (11)
11.0% of Class A common shares (or 6.5% of the total common shares ) (2)

14

Type of Reporting Person (See Instructions)
PN

 


(1)          Consists of (i) 538,764 Class A common shares, including 438,764 Class A common shares represented by 219,382 ADSs (as defined below), and (ii) 8,599,211 Class B common shares that may be deemed to be beneficially owned by Ocean Voyage L.P. Ocean Voyage L.P. is the general partner of Ocean Imagination L.P.

 

(2)          The beneficial ownership percentage of the total common shares is calculated based on 74,279,018 Class A common shares and 65,638,557 Class B common shares outstanding as of April 26, 2018, as set forth in the Annual Report on Form 20-F for the year ended December 31, 2017. Holders of Class A common shares are entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Accordingly, and based on the foregoing, the Class A common shares and Class B common shares beneficially owned by Ocean Imagination L.P. represent approximately 11.8% of the aggregate voting power of the total issued and outstanding common shares of the Issuer.

 

3



 

1

Name of Reporting Persons
Ocean General Partners Limited

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  o

(b)  x

3

SEC Use Only

4

Source of Funds (See Instructions)
OO

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o

6

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
9,137,975 (1)

8

Shared Voting Power
0

9

Sole Dispositive Power
9,137,975 (1)

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,137,975

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o

13

Percent of Class Represented by Amount in Row (11)
11.0% of Class A common shares (or 6.5% of the total common shares ) (2)

14

Type of Reporting Person (See Instructions)
CO

 


(1)          Consists of (i) 538,764 Class A common shares, including 438,764 Class A common shares represented by 219,382 ADSs (as defined below), and (ii) 8,599,211 Class B common shares that may be deemed to be beneficially owned by Ocean General Partners Limited. Ocean General Partners Limited is the general partner of Ocean Voyage L.P., and Ocean Voyage L.P. is the general partner of Ocean Imagination L.P.

 

(2)          The beneficial ownership percentage of the total common shares is calculated based on 74,279,018 Class A common shares and 65,638,557 Class B common shares outstanding as of April 26, 2018, as set forth in the Annual Report on Form 20-F for the year ended December 31, 2017. Holders of Class A common shares are entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Accordingly, and based on the foregoing, the Class A common shares and Class B common shares beneficially owned by Ocean Imagination L.P. represent approximately 11.8% of the aggregate voting power of the total issued and outstanding common shares of the Issuer.

 

4



 

1

Name of Reporting Persons
Nanyan Zheng

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  o

(b)  x

3

SEC Use Only

4

Source of Funds (See Instructions)
OO

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o

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
9,137,975 (1)

8

Shared Voting Power
0

9

Sole Dispositive Power
9,137,975 (1)

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,137,975

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o

13

Percent of Class Represented by Amount in Row (11)
11.0% of Class A common shares (or 6.5% of the total common shares) (2)

14

Type of Reporting Person (See Instructions)
IN

 


(1)          Consists of (i) 538,764 Class A common shares, including 438,764 Class A common shares represented by 219,382 ADSs (as defined below), and (ii) 8,599,211 Class B common shares that may be deemed to be beneficially owned by Mr. Nanyan Zheng. Mr. Nanyan Zheng is a director of, and owner of 50% equity interests in, Ocean General Partners Limited. Ocean General Partners Limited is the general partner of Ocean Voyage L.P., and Ocean Voyage L.P. is the general partner of Ocean Imagination L.P.

 

(2)          The beneficial ownership percentage of the total common shares is calculated based on 74,279,018 Class A common shares and 65,638,557 Class B common shares outstanding as of April 26, 2018, as set forth in the Annual Report on Form 20-F for the year ended December 31, 2017. Holders of Class A common shares are entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Accordingly, and based on the foregoing, the Class A common shares and Class B common shares beneficially owned by Ocean Imagination L.P. represent approximately 11.8% of the aggregate voting power of the total issued and outstanding common shares of the Issuer.

 

5



 

1

Name of Reporting Persons
Tianyi Jiang

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  o

(b)  x

3

SEC Use Only

4

Source of Funds (See Instructions)
OO

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o

6

Citizenship or Place of Organization
Hong Kong

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
9,137,975 (1)

8

Shared Voting Power
0

9

Sole Dispositive Power
9,137,975 (1)

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,137,975

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o

13

Percent of Class Represented by Amount in Row (11)
11.0% of Class A common shares (or 6.5% of the total common shares) (2)

14

Type of Reporting Person (See Instructions)
IN

 


(1)          Consists of (i) 538,764 Class A common shares, including 438,764 Class A common shares represented by 219,382 ADSs (as defined below), and (ii) 8,599,211 Class B common shares that may be deemed to be beneficially owned by Mr. Tianyi Jiang. Tianyi Jiang is a director of, and owner of 50% equity interests in, Ocean General Partners Limited. Ocean General Partners Limited is the general partner of Ocean Voyage L.P., and Ocean Voyage L.P. is the general partner of Ocean Imagination L.P.

 

(2)          The beneficial ownership percentage of the total common shares is calculated based on 74,279,018 Class A common shares and 65,638,557 Class B common shares outstanding as of April 26, 2018, as set forth in the Annual Report on Form 20-F for the year ended December 31, 2017. Holders of Class A common shares are entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Accordingly, and based on the foregoing, the Class A common shares and Class B common shares beneficially owned by Ocean Imagination L.P. represent approximately 11.8% of the aggregate voting power of the total issued and outstanding common shares of the Issuer.

 

6



 

Introductory Note

 

This amendment No. 2 (this “ Amendment No. 2 ”) amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “ Commission ”) on April 5, 2018, as amended by Amendment No. 1 filed on April 10, 2018  (collectively, the “ Original Filings ”) by each of Ocean Imagination L.P., Ocean Voyage L.P., Ocean General Partners Limited, Mr. Nanyan Zheng and Mr. Tianyi Jiang with respect to the Class A common shares, par value $0.001 per share of eHi Car Services Limited, a company 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 Amendment No. 2 have the meanings ascribed to them in the Original Filings.

 

Item 3.            Source and Amount of Funds or Other Considerations

 

Item 3 is hereby amended and restated in its entirety as follows:

 

The Reporting Persons anticipates that, at the price of US$15.50 per ADS, or US$7.75 per Share set forth in the Revised Proposal (as defined and further described in Item 4 below), approximately US$887.4 million will be required for the Transaction through cash contributions contemplated by the equity commitment to be made by the Filing Persons and other Consortium Members. This amount excludes the estimated transaction costs associated with the purchase of the Shares.

 

The information set forth in or incorporated by reference in Items 4 of this Statement is incorporated herein by reference in its entirety.

 

Item 4.            Purpose of Transaction

 

Item 4 is hereby amended by adding the following:

 

On June 29, 2018, the Consortium submitted a revised non-binding proposal (the “ Revised Proposal ”) to the Issuer’s board of directors. In the Revised Proposal, the Consortium revised the cash consideration for the Transaction to US$15.50 per ADS or US$7.75 per Share from the proposed consideration of US$14.50 per ADS or US$7.25 per Share contained in the Proposal.

 

The description of the Revised Proposal set forth above in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the Revised Proposal, which has been filed as Exhibit 7.03 to this Amendment, and is incorporated herein by this reference.

 

Item 7.            Material to be Filed as Exhibits.

 

Exhibit 7.01                               Joint Filing Agreement by and among the Reporting Persons, dated April 5, 2018 (incorporated by reference to Exhibit 7.01 to the Original Schedule 13D, filed with the Commission by the Reporting Persons on April 5, 2018).

 

Exhibit 7.02                               Consortium Agreement by and between Ocean Imagination L.P. and Ctrip Investment Holding Ltd., dated April 6, 2018 (incorporated by reference to Exhibit 7.02 to the Amendment No. 1 to the Schedule 13D, filed with the Commission by the Reporting Persons on April 10, 2018).

 

Exhibit 7.03                               Revised Proposal from Ocean Link Partners Limited and Ctrip.com International, Ltd. dated June 29, 2018.

 

7



 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

Date: June 29, 2018

 

 

 

OCEAN IMAGINATION L.P.
a Cayman Islands exempted limited partnership

 

 

 

 

By:

Ocean Voyage L.P.

 

 

its General Partner

 

 

 

 

By:

Ocean General Partners Limited

 

 

its General Partner

 

 

 

 

By:

/s/ Tianyi Jiang

 

Name:

Tianyi Jiang

 

Title:

Director

 

 

 

 

 

 

 

OCEAN VOYAGE L.P.
a Cayman Islands exempted limited partnership

 

 

 

By:

Ocean General Partners Limited

 

 

its General Partner

 

 

 

 

By:

/s/ Tianyi Jiang

 

Name:

Tianyi Jiang

 

Title:

Director

 

 

 

 

 

 

 

OCEAN GENERAL PARTNERS LIMITED

 

 

 

 

By:

/s/ Tianyi Jiang

 

Name:

Tianyi Jiang

 

Title:

Director

 

 

 

 

 

 

 

NANYAN ZHENG

 

 

 

 

By:

/s/ Nanyan Zheng

 

Name:

Nanyan Zheng

 

 

 

 

 

 

 

TIANYI JIANG

 

 

 

 

By:

/s/ Tianyi Jiang

 

Name:

Tianyi Jiang

 

8


Exhibit 7.03

 

June 29, 2018

The Board of Directors

eHi Car Services Limited

Unit 12/F, Building No. 5

Guosheng Center, 388 Daduhe Road

Shanghai, 200062

People’s Republic of China

 

Dear Board Members of eHi,

 

On April 2, 2018, Ocean Link Partners Limited submitted a non-binding proposal to the Board of Directors (the “Board”) of eHi Car Services Limited (the “Company”) to acquire all outstanding common shares (the “Shares”) of the Company in a going-private transaction at US$14.50 per American depositary share of the Company (“ADS”, each representing two Shares) in cash. On behalf of our affiliates and consortium members (together, the “Ocean Link Consortium”), we hereby inform you that we increase our offer price to US$15.50 per ADS in cash. Our increased offer price represents a 18.7% premium to the closing trading price of the Company’s ADS on June 28, 2018. Our increased offer price is also US$2.00 per ADS or 14.8% higher than the Chairman Consortium’s offer price, which undervalued the Company.

 

We would also note that we provided to the special committee of the Board a highly confident letter from China Merchants Bank on May 24, 2018 in relation to US$800 million debt financing to refinance the Company’s outstanding senior notes. In comparison, the financing sources of the Chairman Consortium fail to provide sufficient commitment to refinance the full amount of such existing senior notes and the closing of the Chairman Consortium’s take-private transaction depends on the success of a consent solicitation process in respect of the Company’s existing senior notes, which adds significant uncertainty to the ability of the Chairman Consortium to close the take-private transaction.

 

Despite our higher offer on April 2, 2018, the Board, consisting of members of the Chairman Consortium, disregarded the Board’s fiduciary duties and approved an Merger Agreement with the Chairman Consortium.  Neither the Board nor the special committee has so far provided information access or substantive feedback to the Ocean Link Consortium’s various follow-up communications with the Board and the special committee.  The Ocean Link Consortium clearly stated its willingness to complete customary due diligence in a timely manner in the first proposal to the Board on April 2 nd , and repeatedly requested information access in the letters to the Special Committee dated May 16 th , May 24 th  and June 3 rd . By now, twelve weeks have passed since we submitted our first proposal.  Had the special committee given adequate consideration to the Ocean Link Proposal, and provided the customary information access, the due diligence on the Company and negotiations of the merger document with the Ocean Link Consortium would have already been completed.

 

With this revised offer price, sufficient financing capability, and an existing stake carrying 33.2% voting rights, we strongly urge the Board and the special committee to enter into constructive negotiation with us regarding our offer, and finalize the draft merger agreement we provided to the special committee of the Board on June 3, 2018 which contains terms more favorable to the Company than the merger agreement that the Company entered into with the Chairman Consortium.

 

Ocean Link Consortium is determined to complete the take-private process based on the offer set out above. We also welcome other existing shareholders, including management shareholders, to join the Ocean Link Consortium or to support our offer.

 

 

 

Sincerely,

 

 

 

Ocean Link Partners Limited

 

 

 

 

 

 

 

By:

/s/ Tony Tianyi Jiang

 

 

 

 

Name:

Tony Tianyi Jiang

 

 

 

 

Title:

Director

 

 

 

 

 

 

 

Ctrip Investment Holding Ltd.

 

 

 

 

 

 

 

By:

/s/ Frank Kun Geng

 

 

 

 

Name:

Frank Kun Geng

 

 

 

 

Title:

Authorized Signatory