UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of August 2016
Commission File Number: 001-34862
SOUFUN HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
F9M, Building 5, Zone 4, Hanwei International Plaza
No. 186 South 4th Ring Road
Fengtai District, Beijing 100160
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SOUFUN HOLDINGS LIMITED | |||
| By: | /s/ Vincent Tianquan Mo | ||
| Name: | Vincent Tianquan Mo | ||
| Title: | Executive Chairman | ||
Date: August 11, 2016
Exhibit Index
| Exhibit 99.1—Press Release dated August 9, 2016 |
| Exhibit 99.2—Notice of Annual General Meeting |
| Exhibit 99.3—Form of Proxy for Annual General Meeting |
| Exhibit 99.4—Voting Instruction Card to Registered Holders of American Depositary Receipts |
Exhibit 99.1
Fang to Hold 2016 Annual General Meeting on September 8, 2016
BEIJING, August 9, 2016 /PRNewswire/ -- SouFun Holdings Limited (NYSE: SFUN) (“Fang” or the “Company”), the leading real estate Internet portal in China, today announced that it would hold its 2016 annual general meeting of shareholders at Building 5, Zone 4, Hanwei International Plaza, No. 186 South 4th Ring Road, Fengtai District, Beijing 100160, the People’s Republic of China on September 8, 2016 at 10:30 a.m. (local time). The proposals to be submitted for shareholders’ approval at the annual general meeting are the re-election of Ms. Zhizhi Gong as a member of the board of directors of the Company (the “Board”) and change of the Company’s name from SouFun Holdings Limited to Fang Holdings Limited. The Board has fixed August 8, 2016 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of the annual general meeting or any adjournment or postponement thereof. Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to attend the annual general meeting and any adjournment or postponement thereof in person.
About Fang
Fang operates the leading real estate Internet portal in China in terms of the number of page views and visitors to its websites. Through our websites, we provide marketing, e-commerce, listing and other value-added services for China's fast-growing real estate and home furnishing and improvement sectors. Our user-friendly websites support active online communities and networks of users seeking information on, and other value-added services for, the real estate and home furnishing and improvement sectors in China. Fang currently maintains about 100 offices to focus on local market needs and its website and database contains real estate related content covering more than 320 cities in China. For more information about Fang, please visit http://ir.fang.com.
For investor and media inquiries, please contact:
Mr. Kent Cangsang Huang
CFO
Phone: +86-10-5631-9668
Email: huangcangsang@fang.com
Exhibit 99.2
SOUFUN HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(NYSE: SFUN)
NOTICE OF ANNUAL GENERAL
MEETING
to Be Held on September 8, 2016
(or any adjourned or postponed meeting thereof)
NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of SouFun Holdings Limited (the “Company”) will be held at Building 5, Zone 4, Hanwei International Plaza, No. 186 South 4th Ring Road, Fengtai District, Beijing 100160, the People’s Republic of China on September 8, 2016 at 10:30 a.m. (local time), and at any adjourned or postponed meeting thereof, for the following purposes:
| 1. | To consider and, if thought fit, pass the following ordinary resolution to re-elect Ms. Zhizhi Gong as a member of the board of directors of the Company (the “Board”). |
Ms. Gong, whose biography is included in Exhibit A attached hereto, was previously appointed as a director of the Company by the Board on May 9, 2016. Pursuant to Article 86 of the Company’s Articles of Association, a director appointed by the Board to fill a casual vacancy on the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.
| 2. | To consider and, if thought fit, pass the following special resolution to change the Company’s name from SouFun Holdings Limited to Fang Holdings Limited, and to adopt 房天下控股有限公司 as the dual foreign name of the Company, so that the name of the Company shall be Fang Holdings Limited 房天下控股有限公司. |
The Board believes that the proposed new corporate name of the Company, Fang Holdings Limited, emphasizing the concept of “Fang” (which means “home” in Chinese), signifies the Company’s commitment to strengthen its leading Internet and mobile platform, develop and enhance its transaction platform and Internet financing platform to facilitate users in searching, buying, selling, renting homes, obtaining financing assistances, and meeting their home furnishing needs. Therefore, the Board urges you to vote to approve the change of the Company’s name from SouFun Holdings Limited to Fang Holdings Limited 房天下控股有限公司.
The Board has provided the following resolutions for approval by the Company’s shareholders:
“RESOLVED THAT, Ms. Zhizhi Gong be, and hereby is, re-elected as a member of the Board.
RESOLVED AS A SPECIAL RESOLUTION THAT, the name of Soufun Holdings Limited be, and hereby is, changed to Fang Holdings Limited, and that 房天下控股有限公司 be adopted as the dual foreign name of the Company, so that the name of the Company shall be Fang Holdings Limited 房天下控股有限公司.”
| -1- |
The Board has fixed the close of business on August 8, 2016 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof. The Board recommends the shareholders to vote FOR the resolutions.
The Company’s ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. In respect of the matters requiring shareholders’ vote at the AGM, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 10 votes. Shares underlying the Company’s American depositary shares (“ADSs”) are Class A ordinary shares. Five ADSs represent one Class A ordinary share.
Voting by Holders of Ordinary Shares
Holders of record of the Company’s Class A and Class B ordinary shares at the close of business on the Record Date are entitled to vote at the AGM and any adjourned or postponed meeting thereof and are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than the time appointed for the AGM to ensure your representation at such meeting. Please refer to the proxy form, which is attached to and made a part of this notice.
Voting by Holders of ADSs
Holders of ADSs who wish to exercise their voting rights for the underlying Class A shares must act through JPMorgan Chase Bank, N.A., the depositary of the Company’s ADS program (the “Depositary”), by submitting a Voting Instruction Card to the Depositary. The Depositary has advised us that it intends to mail to all ADS holders a Voting Instruction Card containing a link to the Company’s website (http://ir.fang.com) containing this notice of AGM. If you wish to have the Depositary, through its nominee or nominees, vote or execute a proxy to vote the Class A ordinary shares represented by your ADSs, please execute and forward to the Depositary the Voting Instruction Card sent to you by the Depositary. A postage-paid envelope will be provided to you for this purpose. The Voting Instruction Card should be executed in such a manner as to show clearly how you wish to vote in regard to the Company’s proposal. Alternatively, you may include instructions to give a discretionary proxy to a person designated by the Company. The Voting Instruction Card must be forwarded in sufficient time to reach the Depositary before 12:00 p.m. (Eastern Daylight Time), September 6, 2016. Only the registered holders of record at the close of business on August 8, 2016 will be entitled to execute the Voting Instruction Card.
Shareholders may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at http://ir.fang.com, or by contacting IR Department, SouFun Holdings Limited, Building 5, Zone 4, Hanwei International Plaza, No. 186 South 4th Ring Road, Fengtai District, Beijing 100160, the People’s Republic of China, Telephone: +86-10-5631-8659, email: ir@soufun.com.
| By Order of the Board of Directors, | |
| /s/ Vincent Tianquan Mo | |
| Vincent Tianquan Mo | |
| Executive Chairman |
Beijing, August 11, 2016
| -2- |
Exhibit A
Biography of Ms. Zhizhi Gong
Ms. Zhizhi Gong, 36, has served as a director of the Company since May 2016. Ms. Gong is a director of the Carlyle Group where she focuses on Asia private equity investment and buyout opportunities. She joined the Carlyle Group in 2010 and is based in Beijing. Ms. Gong also serves as chairwoman of the supervisory board of Focus Media Information Technology Co., Ltd., a company listed on the Shenzhen Stock Exchange. In 2015, Ms. Gong was also a member of the board of directors of Natural Beauty BioTechnology Limited, a company listed on the Hong Kong Stock Exchange. Prior to joining the Carlyle Group, Ms. Gong was a principal at Apax Partners, where she was a founding member of the Greater China team. Prior to that, Ms. Gong worked at the investment banking department at China International Capital Corporate Limited. Ms. Gong received her M.B.A. from Harvard Business School and B.A. in economics from Peking University.
| A-3 |
Exhibit 99.3
SOUFUN HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(NYSE: SFUN)
FORM OF PROXY FOR ANNUAL
GENERAL MEETING
(or any adjourned or postponed meeting thereof)
to Be Held on September 8, 2016
Introduction
This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of SouFun Holdings Limited, a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding Class A and Class B ordinary shares of the Company, par value HK$1.00 per share (collectively, the “Ordinary Shares”) to be exercised at the Annual General Meeting of the Company (the “AGM”) to be held at Building 5, Zone 4, Hanwei International Plaza, No. 186 South 4th Ring Road, Fengtai District, Beijing 100160, the People’s Republic of China on September 8, 2016 at 10:30 a.m. (local time), and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the “AGM Notice”). This Form of Proxy and the accompanying AGM Notice are first being mailed to the shareholders of the Company on or about August 12, 2016.
Only the holders of record of the Ordinary Shares at the close of business on August 8, 2016 (the “Record Date”) are entitled to notice of and to vote at the AGM. In respect of the matters requiring shareholders’ vote at the AGM, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 10 votes. Shares underlying the Company’s American depositary shares (“ADSs”) are Class A ordinary shares. Five ADSs represent one Class A ordinary share. Holders of ADSs who wish to exercise their voting rights for the underlying Class A shares must act through JPMorgan Chase Bank, N.A., the depositary of the Company’s ADS program. As of the close of business on the Record Date, 70,895,854 Class A ordinary shares (including Class A ordinary shares underlying ADSs) and 24,336,650 Class B ordinary shares were outstanding.
The quorum of the AGM is two shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing shares carrying a majority of the rights to vote of all rights of all shares entitled to attend and vote at the AGM throughout the AGM.
Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he has indicated he will vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its registered office at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman, KY1-1112, Cayman Islands, with a copy delivered to its principal executive offices at F9M, Building 5, Zone 4, Hanwei International Plaza, No. 186 South 4th Ring Road, Fengtai District, Beijing 100160, the People’s Republic of China or (ii) by voting in person at the AGM.
To be valid, this Form of Proxy must be completed, signed and returned to the Company’s principal executive offices (to the attention of: Connie Yang) at F9M, Building 5, Zone 4, Hanwei International Plaza, No. 186 South 4th Ring Road, Fengtai District, Beijing 100160, the People’s Republic of China as soon as possible so that it is received by the Company not less than 48 hours before the time appointed for holding the AGM.
| 2 |
SOUFUN HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(NYSE: SFUN)
FORM OF PROXY FOR ANNUAL
GENERAL MEETING
to Be Held on September 8, 2016
(or any adjourned or postponed meeting thereof)
I/We________________________________________________________________[insert
name] of
_____________________________________________________________________[insert address]
being the registered holder of ____________________ Class ___ ordinary shares 1, par value HK$1.00 per share, of SouFun
Holdings Limited (the “Company”) hereby appoint the Chairman of the Annual General Meeting (the “Chairman”)
2 or _____________________________________ of
_________________________________________________________________________________
as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned or postponed meeting thereof) of
the Company to be held at Building 5, Zone 4, Hanwei International Plaza, No. 186 South 4th Ring Road, Fengtai District, Beijing
100160, the People’s Republic of China, and in the event of a poll, to vote for me/us as indicated below, or if no such indication
is given, in his or her discretion 3.
| RESOLUTION: | The ordinary resolution as set out in the Notice of Annual General Meeting regarding the re-election of Ms. Zhizhi Gong as a member of the Board of Directors of the Company. | ||||
| o FOR | o AGAINST | o ABSTAIN | |||
| RESOLUTION: | The special resolution as set out in the Notice of Annual General Meeting regarding the change of the Company’s name from Soufun Holdings Limited to Fang Holdings Limited 房天下控股有限公司. | ||||
| o FOR | o AGAINST | o ABSTAIN | |||
| Dated ______________________, 2016 | Signature(s)4 | ||
| 1. | Please insert the number and class of shares registered in your name(s) to which this proxy relates. If no number or class is inserted, this Form of Proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 2. | If any proxy other than the Chairman is preferred, strike out the words “the Chairman of the Annual General Meeting” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his or her stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT. |
| 3 |
| 3. | IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON THE RESOLUTION, TICK THE BOX MARKED “ABSTAIN”. The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the proxy will vote the shares in his or her discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the Chairman acts as proxy and is entitled to exercise his discretion, he has indicated his intent to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. Your proxy will also be entitled to vote or abstain at his or her discretion on any amendment to the resolution referred to in the AGM Notice which has been properly put to the AGM. |
| 4. | This Form of Proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under the hand of an officer or attorney duly authorized to sign the same. |
| 4 |
Exhibit 99.4
SOUFUN HOLDINGS LIMITED
TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS (“ADRs”)
REPRESENTING ORDINARY SHARES OF
SOUFUN HOLDINGS LIMITED
FOLD AND DETACH HERE
| Ordinary Resolution | Special Resolution | |||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||
| Resolution 1 | ¨ | ¨ | ¨ | Resolution 2 | ¨ | ¨ | ¨ | |||||
| Address Change ¨ Mark box, sign and indicate changes/comments below: | Mark box at right if you wish to give a discretionary proxy to a person designated by the Company. PLEASE NOTE: Marking this box voids any other instructions indicated above. | ¨ |
| Sign Below | Date: ______________________ |
| Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. |
Ordinary Resolution
| 1. | To consider and, if thought fit, pass an ordinary resolution to re-elect Ms. Zhizhi Gong as a member of the board of directors of the Company (the “Board”). |
Special Resolution
| 2. | To consider and, if thought fit, pass a special resolution to change the Company’s name from SouFun Holdings Limited to Fang Holdings Limited, and to adopt Fang Tian Xia Kong Gu You Xian Gong Si (in Chinese characters) as the dual foreign name of the Company. |
|
SouFun Holdings Limited JPMorgan Chase Bank, N.A., Depositary P.O. Box 64507, St. Paul, MN 55164-0507 |
Voting Instruction Card |
JPMorgan Chase Bank, N.A. (the “Depositary”) has received notice that the Annual General Meeting (the “Meeting”) of SouFun Holdings Limited (the “Company”) will be held at 10:30 a.m. (Beijing time), on Thursday, September 8, 2016 at Building 5, Zone 4, Hanwei International Plaza, No. 186 South 4th Ring Road, Fengtai District, Beijing 100160, the People’s Republic of China, for the purposes set forth on this card.
If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Ordinary Shares represented by your ADRs FOR, AGAINST or to ABSTAIN from voting on the Resolutions to be proposed at the Meeting, kindly execute and forward to the Depositary, the attached Voting Instruction Card. The enclosed postage-paid envelope is provided for this purpose. This Voting Instruction Card should be executed in such a manner as to show clearly how you wish to vote in regard to each of the Company’s Proposals. Alternatively, you may include instructions to give a discretionary proxy to a person designated by the Company. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 12:00 p.m. (Eastern Standard Time), September 6, 2016. Only the registered holders of record at the close of business on August 8, 2016 will be entitled to execute the attached Voting Instruction Card.
The signatory, a registered holder of ADRs representing Ordinary Shares of the Company, of record on August 8, 2016, hereby requests and authorizes the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote at the Meeting the underlying Ordinary Shares of the Company represented by ADRs, in accordance with the instructions given below.
To view the AGM Notice and Proxy Statement, please visit http://ir.fang.com
NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be returned before 12:00 p.m. (Eastern Standard Time), on September 6, 2016.
JPMorgan Chase Bank, N.A., Depositary
PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Please see reverse side for Voting Instructions.