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 April 2013

Commission File Number: 001-34862

 

 

SOUFUN HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

 

 

8/F, T3 Xihuan Plaza, 1 Xizhimenwai Avenue, Xicheng District,

Beijing 100044, 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):  ¨

 

 

 

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The Registrant hereby incorporates in this report on Form 6-K the following Exhibit:

 

Exhibit No.		Description of Exhibit
99.1		Press release, dated April 16, 2013, captioned “SouFun Management Commented on a Short Seller’s Updated Report.”

Forward-Looking Statements

This Form 6-K, including the exhibit incorporated herein by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.

These forward-looking statements can be identified by terminology such as “will,” “expects,” “is expected to,” “anticipates,” “aim,” “future,” “intends,” “plans,” “believes,” “are likely to,” “estimates,” “may,” “should” and similar expressions. Such forward-looking statements include, without limitation, statements regarding and comments by management in this release about SouFun’s strategic and operational plans and focus, current and future market positions, future growth, SouFun’s internal global training programs, SouFun’s future plans with respect to its properties in Sanya, China and its building at 72 Wall Street, New York City. SouFun may also make forward-looking statements in our periodic reports to the U.S. Securities and Exchange Commission, in press releases and other written materials and in oral statements made by our officers, directors or employees to third parties. Statements that are not historical facts, including statements about SouFun’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, SouFun’s limited operating history, the current global financial and credit markets crisis and its potential impact on the Chinese economy, measures taken or to be taken by the Chinese government to control real estate growth and prices and other events which could occur in the future, challenges in China’s real estate market, the impact of competitive market conditions for our services and our ability to maintain and increase our leadership in China’s home related internet sector, the uncertain regulatory landscape in China, fluctuations in our quarterly operating results, our continued ability to execute business strategies, our ability to continue to expand in local markets, our reliance on online advertising sales and listing services for our revenues, any failure to successfully develop and expand our content, service offerings and features, including the success of new features to meet evolving market needs, and the technologies that support them, and, should we in the future make acquisitions, any failure to successfully integrate acquired businesses.

Further information regarding these and other risks and uncertainties is included in our annual report on Form 20-F and other documents filed with the U.S. Securities and Exchange Commission. SouFun does not assume any obligation to update any forward-looking statements in this release and elsewhere, which apply only as of the date of this Form 6-K.

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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.

 

Date: April 18, 2013

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Exhibit Index

 

Exhibit No.		Description of Exhibit
99.1		Press release, dated April 16, 2013, captioned “SouFun Management Commented on a Short Seller’s Updated Report.”

Exhibit 99.1

SOUFUN MANAGEMENT COMMENTED ON A SHORT SELLER’S UPDATED REPORT

BEIJING, April 16, 2013 /PRNewswire/ — SouFun Holdings Limited (NYSE: SFUN, “SouFun”, the “Company”), the leading real estate and home related product and services Internet portal in China, responded to a short seller’s updated report today:

A short seller (Glaucus Research Group: “We are short seller. We are biased.”) released an updated report on SouFun today. We believe their conclusions are once again misleading. Here are our comments with respect to the report:

 

1.

All have been disclosed: We have disclosed in our F-1 filing in 2010 that our Chairman and CEO owned Beijing Dongfangximei Investment Consultancy, which had a related party transaction before 2010 (please refer to our F-1). In addition, in our response to SEC staff comments on our 2011 20-F in November 2012, we provided the following clarification of our Hainan Sanya property transaction:

“Beijing Hengxinjiahua Investment Consultancy Limited (“Hengxinjiahua”) was previously known as Beijing Dong Fang Xi Mei Investment Consulting Co., Ltd. (“Dong Fang Xi Mei”), whose shareholders consisted of Mr. Mo and Richard Jiangong Dai (“Mr. Dai”), the Company’s president and chief executive officer, until December 20, 2011. On December 20, 2011, Mr. Mo and Mr. Dai sold their respective interests in Dong Fang Xi Mei to Dandong Yuanlong Villa Management Company (“Dandong Yuanlong”), an independent third party, for an aggregate consideration of RMB1 million. Dong Fang Xi Mei had been primarily engaged in the primary real estate sales agency business but had little operations at the time of sale. On February 7, 2012, Dong Fang Xi Mei changed its name to Beijing Hengxinjiahua Investment Consultancy Limited.

In September and December 2011, the Company extended a total of RMB95 million ($14.8 million) in loan in three tranches to Dandong Yuanlong. The Company advises the Staff that the purpose of the loan was to obtain higher returns for the Company from its significant cash and cash equivalents on hand, which totaled $150.4 million as of December 31, 2011. As disclosed in the 20-F, the loan bore interest at a rate of 10% per annum, which was substantially higher than the prevailing interest rates for bank deposits.

Dandong Yuanlong had initially planned to purchase the subject properties for itself and borrowed the RMB95 million loan from the Company primarily to pay the purchase price. After paying for the purchase price, Dandong Yuanlong experienced liquidity issues and as a result was unable to repay the Company’s loan. Dandong Yuanlong decided to offer the subject properties for sale and use the sale proceeds to repay the Company’s loan. The Company offered to purchase the subject properties as it believed that the price sought by Dandong Yuanlong was below market prices and that the Company would use the subject properties as its local office and for internal training purposes.

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After negotiations with the Company and several other prospective buyers, Dandong Yuanlong caused Hengxinjiahua to enter into a purchase agreement, dated March 15, 2012, with the Company to sell the subject properties to the Company for RMB82.5 million. On April 6, 2012, Dandong Yuanlong repaid the subject loan in full primarily with the proceeds of the purchase price paid by the Company for the subject properties.

Dandong Yuanlong was Hengxinjiahua’s sole shareholder at the time the Company acquired the Sanya properties from Hengxinjiahua.”

 

2.	There is nothing new in the reports on Wall Street Global Training Center. The company has provided comments in its previous response.

Again, SouFun welcomes all kinds of opinions and comments with respect to its business and corporate governance even if some of them may not correctly reflect the fact. We regard these opinions and comments as useful to improve our future operations. We are confident that SouFun will be bigger, better, and stronger with its continuous efforts and positive attitude from its management and staff members.

About SouFun

SouFun 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. SouFun 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 SouFun, please visit http://ir.soufun.com.

Contacts:

Vice President of Finance:

Hong Zhao, +86 (10) 5631-8707, hongzhao@soufun.com

Investor Relations Manager:

Yiwen Zhang, +86 (10) 5631-8659, zhangyiwen@soufun.com

SOURCE: SouFun Holdings Limited