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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 September 2021

 

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: September 1, 2021 By:

/s/ Vincent Tianquan Mo

  Name: Vincent Tianquan Mo
  Title: Executive Chairman

 

 

 

 

EXHIBIT INDEX

 

     

Exhibit No.

 

  

Description

 

Exhibit 99.1   Press Release dated August 31, 2021
Exhibit 99.2   Notice of Extraordinary General Meeting
Exhibit 99.3   Form of Proxy for Extraordinary General Meeting
Exhibit 99.4   Voting Instruction Card to Registered Holders of American Depositary Receipts
       

 

 

Exhibit 99.1 

 

Fang to Hold Extraordinary General Meeting on September 27, 2021

 

BEIJING, August 31, 2021 /PRNewswire/ -- Fang Holdings Limited (NYSE: SFUN) (“Fang” or the “Company”), a leading real estate Internet portal in China, today announced it has called an extraordinary general meeting of shareholders (the “EGM”), to be held on September 27, 2021 at 10:00 a.m. (Beijing time), at Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, People’s Republic of China, to consider and vote on, among other things, the resolutions (i) to appoint Mr. Howard Huyue Zhang, Mr. Changming Yan, Mr. Shaohua Zhang and Mr. Jian Liu as directors of the Company, to the extent that they are not already directors of the Company and, to the extent that they are currently directors of the Company, the ratification of such appointments; and to confirm and ratify their acts in their capacity as directors of the board of directors of the Company (the “Board”) prior to the EGM; (ii) to approve the appointment of Mr. Yu Huang as an independent director (the “Proposed Independent Director”) of the Board and a member of the audit committee of the Board, and to authorize the Board to negotiate the terms of service with Mr. Yu Huang; and (iii) to approve the appointment of all independent directors of the Board to the boards of each of the variable interest entities which directly or indirectly hold real property in the PRC for the Company.

 

The record date (the “Record Date”) for determining the shareholders entitled to receive notice of the extraordinary general meeting or any adjournment or postponement thereof has been set as August 27, 2021. Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to attend the extraordinary general meeting and any adjournment or postponement thereof in person.

 

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 71 offices to focus on local market needs and its website and database contains real estate related content covering 665 cities in China. For more information about Fang, please visit http://ir.fang.com.

 

For investor and media inquiries, please contact:

 

Ms. Jessie Yang

Investor Relations Director

Email: ir@fang.com

 

 

 

Exhibit 99.2

 

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

 

NOTICE OF EXTRAORDINARY GENERAL MEETING
to Be Held on September 27, 2021
(or any adjourned or postponed meeting thereof)

 

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“EGM”) 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 September 27, 2021 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 resolutions by way of ordinary resolutions:

 

(1)To appoint Mr. Howard Huyue Zhang, Mr. Changming Yan, Mr. Shaohua Zhang and Mr. Jian Liu as directors of the Company, to the extent that they are not already directors of the Company and, to the extent that they are currently directors of the Company, the ratification of such appointments;

 

(2)To confirm and ratify the acts of each of Mr. Howard Huyue Zhang, Mr. Changming Yan, Mr. Shaohua Zhang and Mr. Jian Liu taken in their capacity as a director of the board of directors of the Company (the “Board”), insofar as any of them may not have validly been appointed or reappointed as a director at any time prior to the EGM, including but not limited to the approval by the Nominating and Corporate Governance Committee of the Company of the appointment of an independent director (the “Proposed Independent Director”) of the Board proposed by Evenstar Master Fund SPC for and on behalf of Evenstar Master Sub-Fund I Segregated Portfolio and Evenstar Special Situations Limited (the “Petitioners”);

 

(3)To approve the appointment of the Proposed Independent Director, Mr. Yu Huang, as an independent director of the Board and a member of the audit committee of the Board. Mr. Yu Huang’s resume is attached hereto as Appendix A; and

 

(4)To authorize the Board acting by its compensation committee to negotiate and to endeavor to agree with Mr. Yu Huang the terms of his service, including but not limited to such terms regarding an indemnity, confidentiality and remuneration at such a commercial rate as may be agreed, as the compensation committee of the Board, in its sole discretion, deems fit; and

 

(5)To approve the appointment of all independent directors of the Board (including, for the avoidance of doubt, the Proposed Independent Director) to the boards of each of

 

 

 

 

the variable interest entities which directly or indirectly hold real property in the PRC for the Company (the “VIEs”, as listed in Appendix B), and steps to be taken by the Company to (i) remove all of the existing directors of the VIEs (including, where applicable, Mr. Tianquan Mo), and (ii) amend the constitutional documents of each of the VIEs so as to provide for the appointment of a board of directors (where such provision does not already exist) and to limit the powers of the directors of each of the VIEs to dispose of, encumber, hypothecate and mortgage real property and/or interfere with the rights associated with such real property, so that the transfer or disposal of real property of a VIE can be permitted only by way of unanimous resolution of the board of directors of such VIE.

 

The Board has fixed the close of business on August 27, 2021 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the EGM 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 EGM, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 10 votes. Shares represented by the Company’s American depositary shares (“ADSs”) are Class A ordinary shares. Each ADS represents ten Class A ordinary shares.

 

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 EGM and any adjourned or postponed meeting thereof and are cordially invited to attend the EGM in person. Your vote is important. If you cannot attend the EGM 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 EGM 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 represented by their ADSs 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 EGM. 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), September 23, 2021. Only the registered ADS holders of record at the close of business on August 27, 2021 will be entitled to execute the Voting Instruction Card.

 

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

 

Beijing, September 1, 2021

 

 

 

 

Appendix A

 

Biography of Mr. Yu Huang

 

From October 2003 to June 2019, Mr. Huang served at multiple positions, including the last position as an executive director of GRI China, a Hong Kong private holding group in the fashion retail and wholesale business. From 2001 to 2003, Mr. Huang served as the deputy financial manager at Cowealth Group, a wholly-owned foreign enterprise in China specializing in diagnostic clinical laboratory field. From 1998 to 2000, Mr. Huang also worked at Shanghai Yanxin Industry Co., Ltd., a private holding company focusing in fields of construction and home/office renovation, and was responsible for financial reporting and corporate management.

 

Mr. Huang has extensive experiences in financial management. Mr. Huang received a bachelor’s degree from Shanghai Finance University and a master’s degree from Aston Business School, UK, in Financial Management and Control. Mr. Huang is also a fellow of the Charted Institute of Management Accountant.

 

A-1

 

 

Appendix B

 

List of VIEs

 

1. Beijing Hua Ju Tian Xia Network Technology Co., Ltd
2. Beijing China Index Information Co., Ltd
3. Beijing SouFun Internet Information Service Co., Ltd
4. Beijing SouFun S&T Development Co., Ltd
5. Beijing Century Jia Tian Xia Technology Development Co., Ltd
6. Beijing Li Tian Rong Ze Yi Jia Technology Development Co., Ltd
7. Beijing Jia Tian Xia Advertising Co., Ltd
8. Tianyunjie Technology (Chengdu) Co., Ltd
9. Shouxiruizh Commercial Service (Chengdu) Co., Ltd
10. Hanxianglong Network Technology (Chengdu) Co., Ltd
11. Rong Gang Commercial Service (Chengdu) Co., Ltd
12. Xingbenyuan Commercial Service (Chengdu) Co., Ltd
13. Shuntaiduoli Network Technology (Chengdu) Co., Ltd
14. Gang Lian Ji Network Technology (Chengdu) Co., Ltd
15. Rui Xin Chen Commercial Services (Chengdu) Co., Ltd
16. Wuhan Tuoshi Fang Tian Xia Commercial Service Co., Ltd
17. Chongqing Yahao Technology Development Co., Ltd
18. Chongqing Ju Jiu Wu Technology Development Co., Ltd
19. Beijing Li Tian Rong Ze Technology Development Co., Ltd
20. Tianjin Sipu Shidai Science and Technology Development Co., Ltd

 

2

 

Exhibit 99.3 

 

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

 

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
to Be Held on September 27, 2021

(or any adjourned or postponed meeting thereof)

 

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 Extraordinary General Meeting of the Company (the “EGM”) to be held at Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, People’s Republic of China on September 27, 2021 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 Extraordinary General Meeting (the “EGM Notice”). This Form of Proxy and the accompanying EGM Notice are first being mailed to the shareholders of the Company on or about August 31, 2021.

 

Only the holders of record of the Ordinary Shares at the close of business on August 27, 2021 (the “Record Date”) are entitled to notice of and to vote at the EGM. In respect of the matters requiring shareholders’ vote at the EGM, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 10 votes. Shares represented by the Company’s American depositary shares (“ADSs”) are Class A ordinary shares. Each ADS represents ten Class A ordinary shares. Holders of ADSs who wish to exercise their voting rights for the underlying Class A shares represented by ADSs 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 65,737,529 Class A ordinary shares (including underlying Class A ordinary shares represented by ADSs) and 24,336,650 Class B ordinary shares are issued and outstanding.

 

The quorum of the EGM 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 EGM throughout the EGM.

 

- 1 -

 

 

Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the EGM as indicated or, if no instruction is given, the holder of the proxy will vote the Ordinary 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 EGM acts as proxy and is entitled to exercise his discretion, he has indicated he will vote the Ordinary Shares FOR the resolutions. As to any other business that may properly come before the EGM, 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 EGM. However, if any other matter properly comes before the EGM, 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 EGM.

 

To be valid, this Form of Proxy must be completed, signed and returned to the Company’s principal executive offices (to the attention of: Peng Cui) 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 EGM.

 

- 2 -

 

 

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

 

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
to Be Held on September 27, 2021
(or any adjourned or postponed meeting thereof)

 

I/We __________________________________________ [insert name] of ___________________________________________ [insert address] being the registered holder of ____________________ Class ___ ordinary shares1, par value HK$1.00 per share, of Fang Holdings Limited (the “Company”) hereby appoint the Chairman of the Extraordinary General Meeting (the “Chairman”)2 or ____________________________________ of _________________________________________________ as my/our proxy to attend and to vote for me/us and on my/our behalf at the Extraordinary General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held on September 27, 2021 at 10:00 a.m. (local time) 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 and on my/out behalf on the resolutions in respect of the matters specified in the Notice of EGM as indicated below, or if no such indication is given, in his or her discretion3.

 

ORDINARY

 

RESOLUTION 1:

 Be it resolved as an ordinary resolution to appoint Mr. Howard Huyue Zhang, Mr. Changming Yan, Mr. Shaohua Zhang and Mr. Jian Liu as directors of the Company, to the extent that they are not already directors of the Company and, to the extent that they are currently directors of the Company, the ratification of such appointments.
   
¨FOR ¨ AGAINST ¨ ABSTAIN
     

ORDINARY

 

RESOLUTION 2:

 Be it resolved as an ordinary resolution to confirm and ratify the acts of each of Mr. Howard Huyue Zhang, Mr. Changming Yan, Mr. Shaohua Zhang and Mr. Jian Liu taken in their capacity as a director of the board of directors of the Company (the “Board”), insofar as any of them may not have validly been appointed or reappointed as a director at any time prior to the EGM, including but not limited to the approval by the Nominating and Corporate Governance Committee of the Company of the appointment of an independent director (the “Proposed Independent Director”) of
                      
               

 

 

 

the Board proposed by Evenstar Master Fund SPC for and on behalf of Evenstar Master Sub-Fund I Segregated Portfolio and Evenstar Special Situations Limited (the “Petitioners”).
   
¨FOR ¨ AGAINST ¨ ABSTAIN
     

ORDINARY

 

RESOLUTION 3:

 Be it resolved as an ordinary resolution to approve the appointment of the Proposed Independent Director, Mr. Yu Huang, as an independent director of the Board and a member of the audit committee of the Board. Mr. Yu Huang’s resume is attached thereto the Notice of Extraordinary General Meeting as Appendix A.
   
¨FOR ¨ AGAINST ¨ ABSTAIN
     

ORDINARY

 

RESOLUTION 4:

 Be it resolved as an ordinary resolution to authorize the Board acting by its compensation committee to negotiate and to endeavor to agree with Mr. Yu Huang the terms of his service, including but not limited to such terms regarding an indemnity, confidentiality and remuneration at such a commercial rate as may be agreed, as the compensation committee of the Board, in its sole discretion, deems fit.
   
¨FOR ¨ AGAINST ¨ ABSTAIN
     

ORDINARY

 

RESOLUTION 5:

 Be it resolved as an ordinary resolution to approve the appointment of all independent directors of the Board (including, for the avoidance of doubt, the Proposed Independent Director) be appointed to the boards of each of the variable interest entities which directly or indirectly hold real property in the PRC for the Company (the “VIEs”, as listed in Appendix B to the Notice of Extraordinary General Meeting), and steps to be taken by the Company to (i) remove all of the existing directors of the VIEs (including, where applicable, Mr. Tianquan Mo), and (ii) amend the constitutional documents of each of the VIEs so as to provide for the appointment of a board of directors (where such provision does not already exist) and to limit the powers of the directors of each of the VIEs to dispose of, encumber, hypothecate and mortgage real property and/or interfere with the rights associated with such real property, so that the transfer or disposal of real
                    
               

 

 

 

 property of a VIE can be permitted only by way of unanimous resolution of the board of directors of such VIE.
   
¨FOR ¨ AGAINST ¨ ABSTAIN
     
   
Dated
 
 , 2021   Signature(s)4
 
               

 

 

1.A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to be appointed proxy in the space provided, failing which the Chairman will be appointed as your proxy.

 

2.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).

 

3.If any proxy other than the Chairman is preferred, strike out the words “the Chairman of the Extraordinary 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.

 

4.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 EGM 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 EGM, 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 EGM Notice which has been properly put to the EGM.

 

5.This Form of Proxy is for use by shareholders only and 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.

 

6.Whether or not you propose to attend the relevant meeting(s) in person, you are strongly advised to complete and return this form of proxy in accordance with these instructions. To be valid, this form must be completed and deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the Company's principal executive offices at Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, People’s Republic of China, in each case marked for the attention of Peng Cui, as soon as possible and in any event not later than 48 hours before the time for holding the relevant meeting or any adjourned meeting. Returning this completed form of proxy will not preclude you from attending the relevant meeting(s) and voting in person if you so wish.

 

 

 

Exhibit 99.4

 

FANG HOLDINGS LIMITED

 

TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS (“ADRs”)
REPRESENTING CLASS A ORDINARY SHARES OF

FANG HOLDINGS LIMITED

 

 Please refer to the reverse side of this card for the Resolutions to be voted at the Meeting.  

FOLD AND DETACH HERE

 

  FOR AGAINST ABSTAIN     FOR AGAINST ABSTAIN
Resolution 1.  ¨  ¨  ¨   Resolution 4.  ¨  ¨  ¨
Resolution 2.  ¨  ¨  ¨   Resolution 5.  ¨  ¨  ¨
Resolution 3.  ¨  ¨  ¨          

 

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.

 

 

 

 

FANG HOLDINGS LIMITED

 

AGENDA

 

Matters for Discussion:

 

1.Be it resolved as an ordinary resolution to appoint Mr. Howard Huyue Zhang, Mr. Changming Yan, Mr. Shaohua Zhang and Mr. Jian Liu as directors of the Company, to the extent that they are not already directors of the Company and, to the extent that they are currently directors of the Company, the ratification of such appointments.
  
2.Be it resolved as an ordinary resolution to confirm and ratify the acts of each of Mr. Howard Huyue Zhang, Mr. Changming Yan, Mr. Shaohua Zhang and Mr. Jian Liu taken in their capacity as a director of the board of directors of the Company (the “Board”), insofar as any of them may not have validly been appointed or reappointed as a director at any time prior to the EGM, including but not limited to the approval by the Nominating and Corporate Governance Committee of the Company of the appointment of an independent director (the “Proposed Independent Director”) of the Board proposed by Evenstar Master Fund SPC for and on behalf of Evenstar Master Sub-Fund I Segregated Portfolio and Evenstar Special Situations Limited (the “Petitioners”).
  
3.Be it resolved as an ordinary resolution to approve the appointment of the Proposed Independent Director, Mr. Yu Huang, as an independent director of the Board and a member of the audit committee of the Board. Mr. Yu Huang’s resume is attached thereto the Notice of Extraordinary General Meeting as Appendix A.
  
4.Be it resolved as an ordinary resolution to authorize the Board acting by its compensation committee to negotiate and to endeavor to agree with Mr. Yu Huang the terms of his service, including but not limited to such terms regarding an indemnity, confidentiality and remuneration at such a commercial rate as may be agreed, as the compensation committee of the Board, in its sole discretion, deems fit.
  
5.Be it resolved as an ordinary resolution to approve the appointment of all independent directors of the Board (including, for the avoidance of doubt, the Proposed Independent Director) be appointed to the boards of each of the variable interest entities which directly or indirectly hold real property in the PRC for the Company (the “VIEs”, as listed in Appendix B to the Notice of Extraordinary General Meeting), and steps to be taken by the Company to (i) remove all of the existing directors of the VIEs (including, where applicable, Mr. Tianquan Mo), and (ii) amend the constitutional documents of each of the VIEs so as to provide for the appointment of a board of directors (where such provision does not already exist) and to limit the powers of the directors of each of the VIEs to dispose of, encumber, hypothecate and mortgage real property and/or interfere with the rights associated with such real property, so that the transfer or disposal of real property of a VIE can be permitted only by way of unanimous resolution of the board of directors of such VIE.

 

FANG HOLDINGS LIMITED

JPMorgan Chase Bank, N.A., Depositary

PO Box 64506, Saint Paul MN 55164-0506 Voting Instruction Card

 

JPMorgan Chase Bank, N.A. (the “Depositary”) has received notice that the Extraordinary General Meeting (the “Meeting”) of Fang Holdings Limited (the “Company”) will be held at 10:00 a.m. (Beijing time), on Monday, September 27, 2021 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 Resolution 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 Resolution. 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 23, 2021. Only the registered holders of record at the close of business on August 27, 2021 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 August 27, 2021, 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 EGM Notice of Meeting 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 23, 2021.

 

JPMorgan Chase Bank, N.A., Depositary

 

PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.