China Index Holdings Limited
|
(Name of Issuer)
|
Class A Ordinary Shares, par value US$0.001 per share
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(Title of Class of Securities)
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16954W101**
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(CUSIP Number)
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Evenstar Capital Management Limited
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Ugland House, P.O. Box 309
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Grand Cayman, KY1 – 1104
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Cayman Islands
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+852 2122 8060
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(Name, Address and Telephone Number of Person Authorized to
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Receive Notices and Communications)
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December 28, 2020
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 16954W101
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13D
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Page 2 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
Evenstar Capital Management Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ◻
(b) ◻
|
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) ◻
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
6,795,600 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
6,795,600 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,795,600 (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ◻
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
(1) |
Represents the number of Class A ordinary shares, par value US$0.001 per share (“Class A Ordinary Shares”), of China Index Holdings Limited (the “Issuer”) in the form of (i) 6,795,500
American depositary shares (“ADSs”) held by Evenstar Master Fund SPC; (ii) 50 Class A Ordinary Shares held by Evenstar Master Fund SPC; and (iii) 50 Class A Ordinary Shares held by Evenstar Special Situations Limited (a wholly owned
subsidiary of Evenstar Master Fund SPC). Each ADS represents one Class A Ordinary Share.
|
(2) |
This percentage is calculated based on 66,411,428 Class A Ordinary Shares of the Issuer outstanding as of September 30, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on November 12, 2020.
|
CUSIP No. 16954W101
|
13D
|
Page 3 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
Stoneleigh Int’l Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ◻
(b) ◻
|
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) ◻
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
966,982 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
966,982 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
966,982 (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ◻
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
Represents the number of Class A Ordinary Shares of the Issuer in the form of 966,982 ADSs held by Evenstar Master Fund SPC as collateral to secure the obligations of Stoneleigh under
the Amended and Restated Put Option Agreement, dated April 2, 2020, among Evenstar Master Fund SPC and Stoneleigh (the “Stoneleigh Put Option Agreement”), of which Stoneleigh has sole voting power and sole dispositive power prior to a default
by Stoneleigh under the Stoneleigh Put Option Agreement. Each ADS represents one Class A Ordinary Share.
|
(2) |
This percentage is calculated based on 66,411,428 Class A Ordinary Shares of the Issuer outstanding as of September 30, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on November 12, 2020.
|
CUSIP No. 16954W101
|
13D
|
Page 4 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
Anuenue Asset Management Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ◻
(b) ◻
|
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) ◻
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
1,537,369 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
1,537,369 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,537,369 (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ◻
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
(1) |
Represents the number of Class A Ordinary Shares of the Issuer in the form of 1,537,369 ADSs held by Geminis Funds SPC. Each ADS represents one Class A Ordinary Share.
|
(2) |
This percentage is calculated based on 66,411,428 Class A Ordinary Shares of the Issuer outstanding as of September 30, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on November 12, 2020.
|
CUSIP No. 16954W101
|
13D
|
Page 5 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
Ms. Koon H.A. Tse
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ◻
(b) ◻
|
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) ◻
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
9,229,951 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
9,229,951 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,229,951 (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ◻
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1) |
Represents the number of Class A Ordinary Shares of the Issuer in the form of (i) 6,795,500 American depositary shares (“ADSs”) held by Evenstar Master Fund SPC; (ii) 50 Class A
Ordinary Shares held by Evenstar Master Fund SPC; (iii) 50 Class A Ordinary Shares held by Evenstar Special Situations Limited (a wholly owned subsidiary of Evenstar Master Fund SPC); (iv) 966,982 ADSs held by Evenstar Master Fund SPC as
collateral to secure the obligations of Stoneleigh under the Stoneleigh Put Option Agreement, of which Stoneleigh has sole voting power and sole dispositive power prior to a default by Stoneleigh under the Stoneleigh Put Option Agreement; and
(v) 1,537,369 ADSs held by Geminis Funds SPC. Each ADS represents one Class A Ordinary Share. Ms. Koon H.A. Tse expressly disclaims beneficial ownership of such securities and the filing of this Schedule 13D shall not be construed as an
admission that Ms. Koon H.A. Tse is, for the purposes of Section 13D or 13G of the Securities Exchange Act of 1943, as amended, the beneficial owner of any securities covered by this Schedule 13D.
|
(2) |
This percentage is calculated based on 66,411,428 Class A Ordinary Shares of the Issuer outstanding as of September 30, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on November 12, 2020.
|
CUSIP No. 16954W101
|
13D
|
Page 6 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
James T.Y. Yang
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ◻
(b) ◻
|
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) ◻
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
9,229,951 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
9,229,951 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,229,951 (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ◻
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1) |
Represents the number of Class A Ordinary Shares of the Issuer in the form of (i) 6,795,500 American depositary shares (“ADSs”) held by Evenstar Master Fund SPC; (ii) 50 Class A
Ordinary Shares held by Evenstar Master Fund SPC; (iii) 50 Class A Ordinary Shares held by Evenstar Special Situations Limited (a wholly owned subsidiary of Evenstar Master Fund SPC); (iv) 966,982 ADSs held by Evenstar Master Fund SPC as
collateral to secure the obligations of Stoneleigh under the Stoneleigh Put Option Agreement, of which Stoneleigh has sole voting power and sole dispositive power prior to a default by Stoneleigh under the Stoneleigh Put Option Agreement; and
(v) 1,537,369 ADSs held by Geminis Funds SPC. Each ADS represents one Class A Ordinary Share. Mr. James T.Y. Yang expressly disclaims beneficial ownership of such securities and the filing of this Schedule 13D shall not be construed as an
admission that Mr. James T.Y. Yang is, for the purposes of Section 13D or 13G of the Securities Exchange Act of 1943, as amended, the beneficial owner of any securities covered by this Schedule 13D.
|
(2) |
This percentage is calculated based on 66,411,428 Class A Ordinary Shares of the Issuer outstanding as of September 30, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on November 12, 2020.
|
CUSIP No. 16954W101
|
13D
|
Page 7 of 7 Pages
|
Evenstar Capital Management Limited
|
||
By:
|
/s/ James T.Y. Yang
|
|
Name:
|
James T.Y. Yang
|
|
Title:
|
Director
|
|
Stoneleigh Int’l Limited
|
||
By:
|
/s/ James T.Y. Yang
|
|
Name:
|
James T.Y. Yang
|
|
Title:
|
Director
|
|
Anuenue Asset Management Limited
|
||
By:
|
/s/ James T.Y. Yang
|
|
Name:
|
James T.Y. Yang
|
|
Title:
|
Director
|
|
Koon H.A. Tse
|
||
/s/ Koon H.A. Tse
|
||
James T.Y. Yang
|
||
/s/ James T.Y. Yang
|