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 2019
Commission File Number: 001-34862
FANG HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
Tower 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 19, 2019 | By: |
/s/ Vincent Tianquan Mo |
| Name: | Vincent Tianquan Mo | |
| Title: | Executive Chairman | |
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| Exhibit 99.1 | Press Release dated November 18, 2019 | |
| 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 Announces Third Quarter 2019 Results, Board Changes and Date of 2019
Annual General Meeting
BEIJING, November 18, 2019 /PRNewswire/ -- Fang Holdings Limited (NYSE: SFUN) ("Fang" or the "Company"), a leading real estate Internet portal in China, today announced (i) its unaudited financial results for the third quarter ended September 30, 2019, (ii) a change in its board of directors (the “Board”) and (iii) its 2019 annual general meeting of shareholders to be held on December 20, 2019 at 10:00 a.m. (local time) at Fang’s Beijing headquarters.
Third Quarter 2019 Highlights
| · | Total revenues were $67.6 million, an increase of 11.8% from $60.4 million in the corresponding period of 2018. |
| · | Operating income from continuing operations was $26.7 million, an increase of 164.8% from $10.1 million in the corresponding period of 2018. |
| · | Net income was $0.7 million, a decrease of 92.8% from $10.2 million in the corresponding period of 2018. |
"Our marketing and leads generation services continued to generate growth for our business," commented Mr. Jian Liu, CEO of Fang. “The main drivers behind this growth are our emphasis on new technology and data-driven applications. We are optimistic for the remainder of the year as well as next year, as we continue our focus on the core internet marketing, listing, and leads generation business lines."
Third Quarter 2019 Results
Revenues
Fang reported total revenues of $67.6 million in the third quarter of 2019, an increase of 11.8% from $60.4 million in the corresponding period of 2018, mainly due to the increase in revenues from marketing and leads generation services.
| · | Revenue from marketing services was $30.0 million in the third quarter of 2019, an increase of 16.1% from $25.8 million in the corresponding period of 2018, driven by Fang’s efforts in customer development. |
| · | Revenue from listing services was $19.4 million in the third quarter of 2019, a decrease of 3.7% from $20.2 million in the corresponding period of 2018. |
| · | Revenue from leads generation services was $14.1 million in the third quarter of 2019, an increase of 181.0% from $5.0 million in the corresponding period of 2018, driven by the increased effectiveness of the service and customer development. |
| · | Revenue from financial services was $1.7 million in the third quarter of 2019, a decrease of 69.7% from $5.6 million in the corresponding period of 2018, due to a decrease in average loan receivable balances. |
Cost of Revenue
Cost of revenue was $5.7 million in the third quarter of 2019, a decrease of 59.3% from $14.0 million in the corresponding period of 2018, primarily due to optimization in cost structure.
Operating Expenses
Operating expenses were $35.1 million in the third quarter of 2019, a decrease of 3.2% from $36.3 million in the corresponding period of 2018, mainly due to the decrease in staff costs.
| · | Selling expenses were $14.8 million in the third quarter of 2019, a decrease of 10.7% from $16.6 million in the corresponding period of 2018. |
| · | General and administrative expenses were $21.7 million in the third quarter of 2019, a decrease of 7.1% from $23.4 million in the corresponding period of 2018. |
Operating Income from Continuing Operations
Operating income from continuing operations was $26.7 million in the third quarter of 2019, an increase of 164.8% from $10.1 million in the corresponding period of 2018.
Change in Fair Value of Securities
Change in fair value of securities for the third quarter of 2019 was a loss of $26.1 million, compared to a loss of $10.9 million in the corresponding period of 2018, mainly due to the fluctuation in market price of investments in equity securities.
Income Tax Benefits
Income tax benefits were $0.1 million in the third quarter of 2019, a decrease of 97.8% compared to income tax benefits of $5.4 million in the corresponding period of 2018.
Net Income
Net income was $0.7 million in the third quarter of 2019, a decrease of 92.8% compared to net income of $10.2 million in the corresponding period of 2018.
Business Outlook
Based on current operations and market conditions, Fang's management remains confident that net income is expected to be positive for the fiscal year ending December 31, 2019. This estimate represents management's current and preliminary view, which is subject to change.
Recent Developments
Board Changes
Mr. Qian Zhao has resigned from the Board, effective from November 18, 2019. Mr. Zhao’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Fang thanks Mr. Zhao for his efforts and contributions to the Company.
Fang has appointed Ms. Hong Qin as an independent director of the Board, a member of the audit committee, a member of the compensation committee, and a member and the chair of the nominating and corporate governance committee of the Board, effective from November 18, 2019.
Ms. Hong Qin has extensive real estate policy research experience. Ms. Qin is a senior research fellow at the National Institute of Development and Strategy of Renmin University of China since May 2019. Ms. Qin worked at the Policy Research Center of the Ministry of Housing and Urban-Rural Development of the PRC from May 1992 to April 2019, where she served in various positions and was the director from October 2011 to April 2019. Ms. Qin received a bachelor's degree from Shandong University of Finance and Economics in business economics in 1985 and a master's degree from the Chinese Academy of Social Sciences in urban economics in 1988.
Fang to Hold 2019 Annual General Meeting on December 20, 2019
Fang will hold its 2019 annual general meeting of shareholders at Fang’s Beijing headquarters at Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, People’s Republic of China on December 20, 2019 at 10:00 a.m. (local time).
The proposals to be submitted for shareholders’ approval at the annual general meeting are (i) the re-election of Mr. Howard Huyue Zhang as an independent director of the Board and a member and the chair of the audit committee of the Board, and (ii) the re-election of Ms. Hong Qin as an independent director of the Board, a member of the audit committee, a member of the compensation committee, and a member and the chair of the nominating and corporate governance committee of the Board.
November 21, 2019 is 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.
Conference Call Information
Fang's management team will host a conference call on the same day at 7:00 AM U.S. EST (8:00 PM Beijing/Hong Kong time). The dial-in details for the live conference call are:
| International Toll: | +65 67135090 |
| Toll-Free/Local Toll: | |
| United States | +1 866-519-4004 / +1 845-675-0437 |
| Hong Kong | +852 800-906-601 / +852 3018-6771 |
| Mainland China | +86 800-819-0121 / +86 400-620-8038 |
| Passcode: | SFUN |
A telephone replay of the call will be available after the conclusion of the conference call from 10:00 AM ET on November 18, 2019 through 7:59 AM ET November 26, 2019. The dial-in details for the telephone replay are:
| International Toll: | +61 2-8199-0299 |
| Toll-Free/Local Toll: | |
| United States | +1 855-452-5696 / +1 646-254-3697 |
| Hong Kong | +852 800-963-117 / +852 3051-2780 |
| Mainland China | +86 400-602-2065 / +86 800-870-0205 |
| Conference ID: | 4498166 |
A live and archived webcast of the conference call will be available on Fang's website at http://ir.fang.com.
About Fang
Fang operates a leading real estate Internet portal in China in terms of the number of page views and visitors to its websites. Through its websites, Fang provides primarily marketing, listing, leads generation and financial services for China’s fast-growing real estate and home furnishing and improvement sectors. Its user-friendly websites support active online communities and networks of users seeking information on, and value-added services for, the real estate and home furnishing and improvement sectors in China. Fang currently maintains approximately 65 offices to focus on local market needs and its website and database contains real estate related content covering 658 cities in China. For more information about Fang, please visit http://ir.fang.com.
Safe Harbor Statements
This press release 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, and include, without limitation, statements regarding Fang's future financial performance, revenue guidance, growth and growth rates, market position and continued business transformation. Such statements are based upon management's current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond Fang's control, which may cause its actual results, performance or achievements to differ materially from those in the forward-looking statements. Potential risks and uncertainties include, without limitation, the impact of Fang's transformation back to a technology-driven Internet platform and the impact of current and future government policies affecting China's real estate market. Further information regarding these and other risks, uncertainties or factors is included in Fang's filings with the U.S. Securities and Exchange Commission. Fang does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.
For investor and media inquiries, please contact:
Mr. Zijin Li
Acting CFO
Email: ir@fang.com
Ms. Jessie Yang
Investor Relations Director
Email: ir@fang.com
Fang Holdings Limited
Unaudited Condensed Consolidated Balance Sheets[1]
(in thousands of U.S. dollars, except share data and per share data)
| September 30, | December 31, | |||||||
| 2019 | 2018 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | 214,417 | 171,183 | ||||||
| Restricted cash, current | 214,943 | 245,474 | ||||||
| Short-term investments | 48,739 | 16,043 | ||||||
| Accounts receivable, net | 74,176 | 58,687 | ||||||
| Funds receivable | 7,298 | 5,474 | ||||||
| Prepayment and other current assets | 26,251 | 27,894 | ||||||
| Commitment deposits | 185 | 191 | ||||||
| Loans receivable, current | 40,749 | 117,602 | ||||||
| Current assets of discontinued operations | - | 26,289 | ||||||
| Total current assets | 626,758 | 668,837 | ||||||
| Non-current assets: | ||||||||
| Property and equipment, net | 693,588 | 727,739 | ||||||
| Land use rights | 31,551 | 33,153 | ||||||
| Loans receivable, non-current | - | 6,249 | ||||||
| Deferred tax assets | 1,780 | 2,202 | ||||||
| Deposits for non-current assets | 395 | 902 | ||||||
| Restricted cash, non-current portion | 38,965 | 6,990 | ||||||
| Long-term investments | 334,318 | 373,233 | ||||||
| Other non-current assets | 12,198 | 4,558 | ||||||
| Non-current assets of discontinued operations | - | 573 | ||||||
| Total non-current assets | 1,112,795 | 1,155,599 | ||||||
| Total assets | 1,739,553 | 1,824,436 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Short-term loans | 262,022 | 297,811 | ||||||
| Deferred revenue | 130,674 | 142,473 | ||||||
| Accrued expenses and other liabilities | 107,405 | 118,925 | ||||||
| Customers’ refundable fees | 4,233 | 3,976 | ||||||
| Income tax payable | 14,367 | 2,383 | ||||||
| Amounts due to related parties | 271 | 19 | ||||||
| Current liabilities of discontinued operations | - | 35,326 | ||||||
| Total current liabilities | 518,972 | 600,913 | ||||||
| Non-current liabilities: | ||||||||
| Long-term loans | 146,762 | 123,215 | ||||||
| Convertible senior notes | 253,021 | 254,435 | ||||||
| Deferred tax liabilities | 84,404 | 97,578 | ||||||
| Other non-current liabilities | 125,317 | 150,837 | ||||||
| Non-current liabilities of discontinued operations | - | 2,258 | ||||||
| Total non-current liabilities | 609,504 | 628,323 | ||||||
| Total Liabilities | 1,128,476 | 1,229,236 | ||||||
| Equity: | ||||||||
| Class A ordinary shares, par value Hong Kong Dollar (“HK$”) 1 per share, 600,000,000 shares authorized for Class A and Class B in aggregate, issued shares as of December 31, 2018 and September 30, 2019: 72,069,645 and 71,775,686; outstanding shares as of December 31, 2018 and September 30, 2019: 65,004,587 and 65,403,005 | 9,244 | 9,286 | ||||||
| Class B ordinary shares, par value HK$1 per share, 600,000,000 shares authorized for Class A and Class B in aggregate, and 24,336,650 shares and 24,336,650 shares issued and outstanding as at December 31, 2018 and September 30, 2019, respectively | 3,124 | 3,124 | ||||||
| Treasury stock | (123,226 | ) | (136,615 | ) | ||||
| Additional paid-in capital | 523,984 | 517,802 | ||||||
| Accumulated other comprehensive loss | (100,668 | ) | (75,837 | ) | ||||
| Retained earnings | 297,925 | 276,746 | ||||||
| Total Fang Holdings Limited shareholders' equity | 610,383 | 594,506 | ||||||
| Non controlling interests | 694 | 694 | ||||||
| Total equity | 611,077 | 595,200 | ||||||
| TOTAL LIABILITIES AND EQUITY | 1,739,553 | 1,824,436 | ||||||
Unaudited Condensed Consolidated Statements of Comprehensive Income[1]
(in thousands of U.S. dollars, except share data and per share data)
| Three months ended | ||||||||
| September 30, | September 30, | |||||||
| 2019 | 2018 | |||||||
| Revenues: | ||||||||
| Marketing services | 29,993 | 25,843 | ||||||
| Listing services | 19,438 | 20,175 | ||||||
| Leads generation services | 14,099 | 5,017 | ||||||
| Value-added services | 1,514 | 1,524 | ||||||
| Financial services | 1,710 | 5,644 | ||||||
| E-commerce services | 796 | 2,217 | ||||||
| Total revenues | 67,550 | 60,420 | ||||||
| Cost of revenues: | ||||||||
| Cost of services | (5,694 | ) | (14,035 | ) | ||||
| Total cost of revenues | (5,694 | ) | (14,035 | ) | ||||
| Gross profit | 61,856 | 46,385 | ||||||
| Operating expenses and income: | ||||||||
| Selling expenses | (14,822 | ) | (16,606 | ) | ||||
| General and administrative expenses | (21,688 | ) | (23,355 | ) | ||||
| Other income | 1,385 | 3,670 | ||||||
| Operating income | 26,731 | 10,094 | ||||||
| Foreign exchange loss | 832 | 195 | ||||||
| Interest income | 1,562 | 2,353 | ||||||
| Interest expense | (5,185 | ) | (5,657 | ) | ||||
| Investment income, net | 2,068 | 918 | ||||||
| Realized gain on sale of available-for-sale securities | 711 | 252 | ||||||
| Change in fair value of securities | (26,148 | ) | (10,880 | ) | ||||
| Government grants | 44 | 26 | ||||||
| Other non-operating loss | - | 442 | ||||||
| Income (Loss) before income taxes and noncontrolling interests from continuing operations | 615 | (2,257 | ) | |||||
| Income tax benefits | ||||||||
| Income tax benefits | 117 | 5,356 | ||||||
| Net income from continuing operations, net of income taxes | 732 | 3,099 | ||||||
| Income from discontinued operations, net of income taxes | - | 7,125 | ||||||
| Net income | 732 | 10,224 | ||||||
| Net income attributable to noncontrolling interests | - | - | ||||||
| Net income attributable to Fang Holdings Limited shareholders | 732 | 10,224 | ||||||
| Earnings per share for Class A and Class B ordinary shares and per ADS: | ||||||||
| Basic | 0.01 | 0.11 | ||||||
| Diluted | 0.01 | 0.11 | ||||||
| Earnings from continuing operations per share for Class A and Class B ordinary shares and per ADS: | ||||||||
| Basic | 0.01 | 0.03 | ||||||
| Diluted | 0.01 | 0.03 | ||||||
| Earnings from discontinued operations per share for Class A and Class B ordinary shares and per ADS: | ||||||||
| Basic | - | 0.08 | ||||||
| Diluted | - | 0.08 | ||||||
[1] Impact of the Separation of China Index Holdings Ltd (NASDAQ: CIH) ("CIH") on the Company’s Financial Statements: The separation of CIH represents a strategic shift of Fang and has a major effect on Fang’s results of operations, the business operated by CIH has been reclassified as discontinued operations. For the periods presented in this press release, the assets and liabilities of the discontinued operations are presented separately on the consolidated balance sheets, and the results of the discontinued operations, less applicable income taxes, are reported as a separate component of income, which is income from discontinued operations, on the consolidated statements of comprehensive income (loss).
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, 2019
(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 Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, People’s Republic of China on December 20, 2019 at 10:00 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 (i) to re-elect Mr. Howard Huyue Zhang as an independent director of the board of directors of the Company (the “Board”) and a member and the chair of the audit committee of the Board, and (ii) to re-elect Ms. Hong Qin as an independent director of the Board, a member of the audit committee, a member of the compensation committee, and a member and the chair of the nominating and corporate governance committee of the Board.
The Board previously (i) appointed Mr. Howard Huyue Zhang as an independent director of the Board and a member and the chair of the audit committee of the Board on May 22, 2019, and (ii) appointed Ms. Hong Qin as an independent director of the Board, a member of the audit committee, a member of the compensation committee, and a member and the chair of the nominating and corporate governance committee of the Board on November 18, 2019. The biographies of Mr. Zhang and Ms. Qin are attached hereto as Exhibit A. Pursuant to Article 86 of the Company’s Fifth Amended and Restated 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. Howard Huyue Zhang be, and hereby is, re-elected as an independent director of the Board and a member and the chair of the audit committee of the Board.
FURTHER RESOLVED THAT, Ms. Hong Qin be, and hereby is, re-elected as an independent director of the Board, a member of the audit committee, a member of the compensation committee, and a member and the chair of the nominating and corporate governance committee of the Board.”
The Board has fixed the close of business on November 21, 2019 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.
-1-
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. Each ADS represents 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 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 17, 2019. Only the registered holders of record at the close of business on November 21, 2019 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, Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, People’s Republic of China, Telephone: +86-10-5631-8805, email: ir@fang.com.
| By Order of the Board of Directors, | |
| /s/ Vincent Tianquan Mo | |
| Vincent Tianquan Mo | |
| Executive Chairman |
Beijing, November 19, 2019
-2-
Exhibit A
Biography of Mr. Howard Huyue Zhang
Mr. Howard Huyue Zhang, aged 49, has served as an independent director of the Company and a member and the chair of the audit committee of the Board since May 2019. Mr. Zhang has also served as a managing director of real estate investment division of CITIC Private Equity Funds Management Co., Ltd., a private equity asset management company in China, since March 2018. Mr. Zhang had served as a managing director at Blackstone Group (HK) Limited, a subsidiary of Blackstone Group L.P. (NYSE: BX), from October 2014 to January 2018. Mr. Zhang was the chief investment officer at Infrared NF Investment Advisers Limited, a Hong Kong-based private equity real estate fund, from 2008 to September 2014, and was responsible for acquisitions in the real estate market of China. He had also worked at Citigroup Property Investors, a principal investment firm based in the United States.
Mr. Zhang has extensive real estate investment and asset management experience in the Greater China area and the United States. Mr. Zhang received a bachelor's degree from Tsinghua University in architecture and a master's degree from Massachusetts Institute of Technology in real estate. He is also a chartered financial analyst.
Biography of Ms. Hong Qin
Ms. Hong Qin, aged 56, has served as an independent director of the Company, a member of the audit committee, a member of the compensation committee, and a member and the chair of the nominating and corporate governance committee of the Board since November 2019. Ms. Qin has also served as a senior research fellow at the National Institute of Development and Strategy of Renmin University of China since May 2019. Ms. Qin worked at the Policy Research Center of the Ministry of Housing and Urban-Rural Development of the PRC from May 1992 to April 2019, where she served in various positions and was the director from October 2011 to April 2019.
Ms. Qin has extensive real estate policy research experience. Ms. Qin received a bachelor's degree from Shandong University of Finance and Economics in business economics in 1985 and a master's degree from Chinese Academy of Social Sciences in urban economics in 1988.
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, 2019
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 Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, People’s Republic of China on December 20, 2019 at 10:00 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 28, 2019.
Only the holders of record of the Ordinary Shares at the close of business on November 21, 2019 (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. Each ADS represents 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 65,403,527 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 Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, 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: Jessie Yang ) at Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, 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, 2019
(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 Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, 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. Howard Huyue Zhang as an independent director of the board of directors of the Company (the “Board”) and a member and the chair of the audit committee of the Board. | |
| ¨ FOR | ¨ AGAINST | ¨ ABSTAIN |
| RESOLUTION: |
The ordinary resolution as set out in the Notice of Annual General Meeting regarding the re-election of Ms. Hong Qin as an independent director of the Board, a member of the audit committee, a member of the compensation committee, and a member and the chair of the nominating and corporate governance committee of the Board. |
|
| ¨ FOR | ¨ AGAINST | ¨ ABSTAIN |
| Dated | , 2019 | Signature(s)4 |
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| 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. | 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. |
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Exhibit 99.4
FANG HOLDINGS LIMITED
TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS (“ADRs”)
REPRESENTING CLASS A 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
| 1. | The ordinary resolution as set out in the Notice of Annual General Meeting regarding the re-election of Mr. Howard Huyue Zhang as an independent director of the board of directors of the Company (the “Board”) and a member and the chair of the audit committee of the Board. |
| 2. | The ordinary resolution as set out in the Notice of Annual General Meeting regarding the re-election of Ms. Hong Qin as an independent director of the Board, a member of the audit committee, a member of the compensation committee, and a member and the chair of the nominating and corporate governance committee of the Board. |
Fang Holdings Limited |
|
JPMorgan Chase Bank, N.A., Depositary |
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PO Box 64506, Saint Paul MN 55164-0506 |
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 10:00 a.m. (Beijing time), on Friday, December 20, 2019 at Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, 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 Class A 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 the Company’s Resolutions. 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 17, 2019. Only the registered holders of record at the close of business on November 21, 2019 will be entitled to execute the attached Voting Instruction Card.
The signatory, a registered holder of ADRs representing Class A Ordinary Shares of the Company, of record on November 21, 2019, hereby requests and authorizes the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote at the Meeting the underlying Class A 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 17, 2019.
JPMorgan Chase Bank, N.A., Depositary
PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.