View:
Download DOC
Download PDF
Download XLS

 

 

 

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 November 2017

 

Commission File Number: 001-34862

 

 

 

FANG HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

 

Block A, No. 20 Guogongzhuang Middle Street

Fengtai District, Beijing 100070

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. 

 

     
  FANG HOLDINGS LIMITED
     
Date: November 16, 2017 By:

/s/ Vincent Tianquan Mo

  Name: Vincent Tianquan Mo
  Title: Executive Chairman

 

 

 

 

EXHIBIT INDEX

 

     

Exhibit No.

  

Description

   
Exhibit 99.1   Press Release dated November 16, 2017
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 2017 Annual General Meeting on December 20, 2017

 

BEIJING, November 16, 2017 /PRNewswire/ -- Fang Holdings Limited (NYSE: SFUN) (“Fang” or the “Company”), the leading real estate Internet portal in China, today announced that it would hold its 2017 annual general meeting of shareholders at Block A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, The People’s Republic of China on December 20, 2017 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 Mr. Jingbo Wang as a director the board of directors of the Company (the “Board”) and the re-election of Mr. Mingqiang Bi as an independent director of the Board and a member of the audit committee of the Board. The Board has fixed November 20, 2017 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 e-commerce, marketing, listing, financial 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 651 cities in China. For more information about Fang, please visit http://ir.fang.com. 

 

 

 

 

For investor and media inquiries, please contact:

 

Dr. Hua Lei

CFO

Phone: +86-10-5631-8661

Email: leihua@fang.com

 

Ms. Dana Cheng

Senior Manager, Investor Relations

Phone: +86-10-5631 8174

Email:chengyu.bj@fang.com

 

Ms. Joyce Tang

Senior Manager, Investor Relations

Phone: +86-10-5631 8659

Email:tangjunning@fang.com

 

 

 

 

Exhibit 99.2

 

FANG HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)
(NYSE: SFUN)

NOTICE OF ANNUAL GENERAL MEETING
to Be Held on December 20, 2017
(or any adjourned or postponed meeting thereof)

 

NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of Fang Holdings Limited (the “Company”) will be held at Block A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, The People’s Republic of China on December 20, 2017 at 10:30 a.m. (local time), and at any adjourned or postponed meeting thereof, for the following purposes:

 

To consider and, if thought fit, pass the following ordinary resolutions to re-elect Mr. Jingbo Wang as a director of the board of directors of the Company (the “Board”) and Mr. Mingqiang Bi as an independent director of the Board and a member of the audit committee of the Board.

 

The Board previously appointed Mr.Wang as a director of the Board, and Mr. Bi as an independent director of the Board and a member of the audit committee of the Board on June 20, 2017. The biographies of Mr. Wang and Mr. Bi were included in the Exhibit A attached hereto. 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.

 

The Board has provided the following resolutions for approval by the Company’s shareholders:

 

“RESOLVED THAT, Mr. Jingbo Wang be, and hereby is, re-elected as a director of the Board.

 

RESOLVED THAT, Mr. Mingqiang Bi be, and hereby is, re-elected as an independent director of the Board and a member of the audit committee of the Board.”

 

The Board has fixed the close of business on November 20, 2017 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.

 

 -1- 

 

 

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), December 18, 2017. Only the registered holders of record at the close of business on November 20, 2017 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, Fang Holdings Limited, Block A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, The People’s Republic of China, Telephone: +86-10-5631-8659, email: ir@fang.com.

 

  By Order of the Board of Directors,
  /s/ Vincent Tianquan Mo
  Vincent Tianquan Mo
  Executive Chairman

 

Beijing, November 16, 2017

 

 -2- 

 

 

Exhibit A

 

Biography of Mr. Jingbo Wang

 

Mr. Jingbo Wang, 39, has served as a director of the Company since June 2017. Mr.Wang joined IDG Capital in 2011 as partner, covering Private Equity and M&A investments. Prior to joining IDG Capital, he worked at the North America growth capital and buyout team at D. E. Shaw and Co. in New York, where he has actively involved in several of the firm's large investments in energy sector. Mr. Wang has also worked as a senior researcher of ExxonMobil Corporate Strategic Research. Mr. Wang got PhD degree from Cornell University and B.E. degree from Tsinghua University.

 

Biography of Mr. Mingqiang Bi

 

Mr. Mingqiang Bi, 47, has served as an independent director of the Company and a member of the audit committee of the Board since June 2017. Mr. Bi is the managing director of China International Capital Corporation (CICC). As a proven financial specialist, he has exceptional international experience with various C-level positions throughout key global markets. Before he joined CICC, he worked for Industrial and Commercial Bank of China (ICBC) for over 20 years, where he held multiple positions including Chairman of ICBC Standard Bank, Head of Credit & Investment Management in ICBC Group, Country Head of USA Branch, CEO of Canada Branch and etc. Mr. Bi holds two Bachelor degrees and a Master degree from Tsinghua University. He received his Ph.D in Finance from Renmin University of China.

 

 A-1 

 

 

Exhibit 99.3

 

FANG 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 December 20, 2017

Introduction

This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of Fang 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 Block A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, The People’s Republic of China on December 20, 2017 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 November 24, 2017.

 

Only the holders of record of the Ordinary Shares at the close of business on November 20, 2017 (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, we expect that 64,280,538 Class A ordinary shares (including Class A ordinary shares underlying ADSs) and 24,336,650 Class B ordinary shares are 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.

 

 1 

 

 

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 Block A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, 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: Hua Lei ) at Block A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, 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 

 

 

FANG HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)
(NYSE: SFUN)

FORM OF PROXY FOR ANNUAL GENERAL MEETING
to Be Held on December 20, 2017
(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 Fang 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 Block A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, 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 Mr. Jingbo Wang as a director of the board of directors (the “Board”) of the Company.
         
o FOR   o AGAINST   o ABSTAIN
           

 

RESOLUTION:   The ordinary resolution as set out in the Notice of Annual General Meeting regarding the re-election of Mr. Mingqiang Bi as an independent director of the Board and a member of the audit committee of the Board.
         
o FOR   o AGAINST   o ABSTAIN
           

 

     
Dated ______________________, 2017   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

 

  FANG HOLDINGS LIMITED   TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS (“ADRs”) REPRESENTING ORDINARY SHARES OF FANG HOLDINGS LIMITED   FOLD AND DETACH HERE         Ordinary Resolutions   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 Resolutions The ordinary resolution as set out in the Notice of Annual General Meeting regarding the re-election of Mr. Jingbo Wang as a director of the board of directors (the “Board”) of the Company. The ordinary resolution as set out in the Notice of Annual General Meeting regarding the re-election of Mr. Mingqiang Bi as an independent director of the Board and a member of the audit committee of the Board. Fang 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 Fang Holdings Limited (the “Company”) will be held at 10:30 a.m. (Beijing time), on Wednesday, December 20, 2017 at Block A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, 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), December 18, 2017. Only the registered holders of record at the close of business on November 20, 2017 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 November 20, 2017, 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 December 18, 2017. 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.