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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

Fang Holdings Limited

(Name of Issuer)

 

Class A ordinary shares, par value HK$1.00 per share

(Title of Class of Securities)

 

30711Y300**

(CUSIP Number)

 

Chi Sing HO 

c/o IDG Capital Management (HK) Ltd.

Unit 5505, 55/F., The Center

99 Queen’s Road

Central, Hong Kong

Fax: 852-2529 1619

Tel: 852-39031333

 

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 

January 28, 2022

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☒

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

**This CUSIP applies to the American Depositary Shares of the Issuer, evidenced by American Depositary Receipts, each representing ten Class A Ordinary Shares. No CUSIP has been assigned to the Class A Ordinary Shares of the Issuer.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
IDG Alternative Global Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐ 
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO, BK
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER
0 Class A Ordinary Shares
8. SHARED VOTING POWER
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER
0 Class A Ordinary Shares
10. SHARED DISPOSITIVE POWER
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON

IDG Maximum Financial Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		 7. SOLE VOTING POWER
0 Class A Ordinary Shares
8. SHARED VOTING POWER
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER
0 Class A Ordinary Shares
10. SHARED DISPOSITIVE POWER
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
Blinkmax Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐ 
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER
0 Class A Ordinary Shares
8. SHARED VOTING POWER
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER
0 Class A Ordinary Shares
10. SHARED DISPOSITIVE POWER
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
IDG-ACCEL CHINA CAPITAL L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐ 
3. SEC USE ONLY
4. SOURCE OF FUNDS 
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER 
0 Class A Ordinary Shares
8. SHARED VOTING POWER 
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER 
0 Class A Ordinary Shares
10. SHARED VOTING POWER 
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
IDG-ACCEL CHINA CAPITAL INVESTORS L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b)☐  
3. SEC USE ONLY
4. SOURCE OF FUNDS 
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER 
0 Class A Ordinary Shares
8. SHARED VOTING POWER 
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER 
0 Class A Ordinary Shares
10. SHARED VOTING POWER 
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
IDG-ACCEL CHINA CAPITAL ASSOCIATES L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b)☐  
3. SEC USE ONLY
4. SOURCE OF FUNDS 
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER 
0 Class A Ordinary Shares
8. SHARED VOTING POWER 
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER 
0 Class A Ordinary Shares
10. SHARED VOTING POWER 
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
IDG-ACCEL CHINA CAPITAL GP ASSOCIATES LTD.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐ 
3. SEC USE ONLY
4. SOURCE OF FUNDS 
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. Sole Voting Power
0 Class A Ordinary Shares
8. Shared Voting Power
0 Class A Ordinary Shares
9. Sole Dispositive Power
0 Class A Ordinary Shares
10. Shared Dispositive Power
0 Class A Ordinary Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
CHUANG XI CAPITAL HOLDINGS LIMITED
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒  (b) ☐
3. SEC USE ONLY
4. SOURCE OF FUNDS 
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION 
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. Sole Voting Power
0 Class A Ordinary Shares
8. Shared Voting Power
0 Class A Ordinary Shares
9. Sole Dispositive Power
0 Class A Ordinary Shares
10. Shared Dispositive Power
0 Class A Ordinary Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
IDG China Capital Fund III L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b)☐  
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER
0 Class A Ordinary Shares
8. SHARED VOTING POWER
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER
0 Class A Ordinary Shares
10. SHARED DISPOSITIVE POWER
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

CUSIP No. 30711Y300 13D/A   

 

 1. NAME OF REPORTING PERSON
 
IDG China Capital III Investors L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b)☐   
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
IDG China Media Fund II L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐   
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
PN

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
IDG China Capital Fund III Associates L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b)☐  
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER
0 Class A Ordinary Shares
8. SHARED VOTING POWER
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER
0 Class A Ordinary Shares
10. SHARED DISPOSITIVE POWER
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
IDG China Capital Fund GP III Associates Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐  
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER
0 Class A Ordinary Shares
8. SHARED VOTING POWER
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER
0 Class A Ordinary Shares
10. SHARED DISPOSITIVE POWER
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
IDG China Media Fund II Associates L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b)☐  
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
IDG China Media Fund GP Associates Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐  
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
QUAN ZHOU
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐ 
3. SEC USE ONLY
4. SOURCE OF FUNDS 
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. Sole Voting Power
0
8. Shared Voting Power
0 Class A Ordinary Shares
9. Sole Dispositive Power
0
10. Shared Dispositive Power
0 Class A Ordinary Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
IN

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
CHI SING HO
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐ 
3. SEC USE ONLY
4. SOURCE OF FUNDS 
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. Sole Voting Power
0 Class A Ordinary Shares
8. Shared Voting Power
0 Class A Ordinary Shares
9. Sole Dispositive Power
0 Class A Ordinary Shares
10. Shared Dispositive Power
0 Class A Ordinary Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
IN

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
DONGLIANG LIN
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐ 
3. SEC USE ONLY
4. SOURCE OF FUNDS 
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION 
People’s Republic of China
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER
0 Class A Ordinary Shares
8. SHARED VOTING POWER
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER
0 Class A Ordinary Shares
10. SHARED DISPOSITIVE POWER
0 Class A Ordinary Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
IN

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
Quartz Fortune Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐ 
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER
0 Class A Ordinary Shares
8. SHARED VOTING POWER
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER
0 Class A Ordinary Shares
10. SHARED DISPOSITIVE POWER
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
IDG Ultimate Global Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐ 
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER
0 Class A Ordinary Shares
8. SHARED VOTING POWER
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER
0 Class A Ordinary Shares
10. SHARED DISPOSITIVE POWER
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
Velda Power Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐ 
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER
0 Class A Ordinary Shares
8. SHARED VOTING POWER
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER
0 Class A Ordinary Shares
10. SHARED DISPOSITIVE POWER
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

CUSIP No. 30711Y300 13D/A   

 

1. NAME OF REPORTING PERSON
 
Clever Sight Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐ 
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7. SOLE VOTING POWER
0 Class A Ordinary Shares
8. SHARED VOTING POWER
0 Class A Ordinary Shares
9. SOLE DISPOSITIVE POWER
0 Class A Ordinary Shares
10. SHARED DISPOSITIVE POWER
0 Class A Ordinary Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Class A Ordinary Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
CO

 

 

Introductory Note

 

This Amendment No. 4 (“Amendment No. 4”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on November 17, 2015, as amended by Amendment No. 1 to Schedule 13D filed by the SEC on November 1, 2018, further amended by Amendment No. 2 to Schedule 13D filed by the SEC on December 18, 2018, and further amended by Amendment No. 3 to Schedule 13D filed by the SEC on December 2, 2019 (the “Original Schedule 13D”). Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used but not defined in this Schedule 13D have the respective meanings set forth in the Original Schedule 13D.

 

Item 4. Purpose of Transaction.

 

The information in Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

On January 28, 2022 ACE SMART INVESTMENTS LIMITED (“ACE”) and Chuang Xi entered into a Share Transfer Agreement (the “Chuang Xi STA”), pursuant to which, subject to the terms and conditions therein, Chuang Xi shall transfer and sell and ACE shall purchase 47,788 American Depository Shares of the Issuer (the “ADSs”), representing 477,880 Class A Ordinary Shares, at the price of $5.83 per ADS, for an aggregate purchase price of $278,604.04. The settlement date of the sale is January 31, 2022.

 

On January 28, 2022, ACE and Clever Sight entered into a Share Transfer Agreement (the “Clever Sight STA”), pursuant to which, subject to the terms and conditions therein, Clever Sight shall transfer and sell and ACE shall purchase 340,736 ADSs, representing 3,407,360 Class A Ordinary Shares, at the price of $5.83 per ADS, for an aggregate purchase price of $1,986,490.88. The settlement date of the sale is January 31, 2022.

 

On January 28, 2022, ACE and IDG Alternative entered into a Share Transfer Agreement (the “IDG Alternative STA”), pursuant to which, subject to the terms and conditions therein, IDG Alternative shall transfer and sell and ACE shall purchase 48,000 ADSs, representing 480,000 Class A Ordinary Shares, at the price of $5.83 per ADS, for an aggregate purchase price of $279,840.00. The settlement date of the sale is January 31, 2022.

 

On January 28, 2022, ACE and IDG-Accel China Capital Investors L.P. entered into a Share Transfer Agreement (the “IDG-Accel Investors STA”), pursuant to which, subject to the terms and conditions therein, IDG-Accel China Capital Investors L.P. shall transfer and sell and ACE shall purchase 9,769 ADSs, representing 97,690 Class A Ordinary Shares, at the price of $5.83 per ADS, for an aggregate purchase price of $56,953.27. The settlement date of the sale is January 31, 2022.

 

On January 28, 2022, ACE and IDG-Accel China Capital L.P. entered into a Share Transfer Agreement (together with the Chuang Xi STA, the Clever Sight STA, the IDG Alternative STA and the IDG-Accel Investors STA, the “Share Transfer Agreements”), pursuant to which, subject to the terms and conditions therein, IDG-Accel China Capital L.P. shall transfer and sell and ACE shall purchase 211,606 ADSs, representing 2,116,060 Class A Ordinary Shares, at the price of $5.83 per ADS, for an aggregate purchase price of $1,233,662.98. The settlement date of the sale is January 31, 2022.

 

As previously filed by the Issuer on Form 6-K on September 28, 2021, the Issuer, China Index Holdings Limited (“CIH”) and each of (i) IDG Ultimate, (ii) Quartz Fortune, (iii) Velda Power ((i)-(iii) collectively, the “Note Holders”), respectively, have entered into a settlement deed dated as of August 20, 2021 (each, a “Settlement Deed”), pursuant to which the Issuer and CIH shall each bear half and together repay the Note Holders 50% of the outstanding principal under their Convertible Notes and accrued interest on September 30, 2021 and the remaining 50% of the outstanding principal and accrued interest on December 31, 2021, in full and final settlement of the Issuer’s indebtedness under their Convertible Notes. Accordingly, the Issuer shall repay a total of $70,716,813 to the Note Holders by December 31, 2021.

 

 

 

After giving effect to the Share Transfer Agreements and the Settlement Deeds, the Reporting Persons no longer hold any issued and outstanding Class A Ordinary Shares or other securities of the Issuer. This is the final amendment to the Original Schedule 13D, and an exit filing for the Reporting Persons.

 

Item 5. Interest in Securities of the Issuer

 

The information in Items 5(a), 5(b), 5(c) and 5(e) of the Original Schedule 13D is hereby amended and restated as follows:

 

(a)-(b) As of the date hereof, and after giving effect to the Share Transfer Agreements and the Settlement Deeds, the Reporting Persons no longer hold any issued and outstanding Class A Ordinary Shares or other securities of the Issuer.

 

(c) There have been no transactions in the shares of the Class A Ordinary Shares during the sixty days prior to the date hereof by the Reporting Persons, other than as disclosed herein.

 

(e) As of the date hereof, and after giving effect to the Share Transfer Agreements and the Settlement Deeds, the Reporting Persons no longer hold any issued and outstanding Class A Ordinary Shares or other securities of the Issuer.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The information in Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

The description of the Share Transfer Agreements or the Settlement Deeds does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Share Transfer Agreements or the Settlement Deeds, which is filed as part of this Amendment No. 4 and incorporated by reference herein.

 

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

 

Item 7. Material to be Filed as Exhibits.

 

The information in Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

Exhibit   Description
     
A   Share Transfer Agreement, dated January 28, 2022, by and between ACE SMART INVESTMENTS LIMITED and Chuang Xi Capital Holdings Limited
     
B   Share Transfer Agreement, dated January 28, 2022, by and between ACE SMART INVESTMENTS LIMITED and Clever Sight Limited
     
C   Share Transfer Agreement, dated January 28, 2022, by and between ACE SMART INVESTMENTS LIMITED and IDG Alternative Global Limited
     
D   Share Transfer Agreement, dated January 28, 2022, by and between ACE SMART INVESTMENTS LIMITED and IDG-Accel China Capital Investors L.P.

 

 

     
E   Share Transfer Agreement, dated January 28, 2022, by and between ACE SMART INVESTMENTS LIMITED and IDG-Accel China Capital L.P.
     
F   Settlement Deed among Fang Holdings Limited, China Index Holdings Limited, and IDG Ultimate Global Limited, dated August 20, 2021 (incorporated by reference to Exhibit 99.4 to Form 6-K filed by Fang Holdings Limited on September 28, 2021)
     
G   Settlement Deed among Fang Holdings Limited, China Index Holdings Limited, and Quartz Fortune Limited, dated August 20, 2021 (incorporated by reference to Exhibit 99.5 to Form 6-K filed by Fang Holdings Limited on September 28, 2021)
     
H   Settlement Deed among Fang Holdings Limited, China Index Holdings Limited, and Velda Power Limited, dated August 20, 2021 (incorporated by reference to Exhibit 99.6 to Form 6-K filed by Fang Holdings Limited on September 28, 2021)

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 1, 2022

 

  IDG ALTERNATIVE GLOBAL LIMITED
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Director

  

 

  IDG MAXIMUM FINANCIAL LIMITED
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Director

 

 

  BLINKMAX LIMITED
   
   
  By: /s/ Dongliang LIN
    Name: Dongliang LIN
    Title: Director

 

 

  IDG-ACCEL CHINA CAPITAL L.P.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Authorized Signatory

 

 

  IDG-ACCEL CHINA CAPITAL INVESTORS L.P.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Authorized Signatory

 


  IDG-ACCEL CHINA CAPITAL ASSOCIATES L.P.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Authorized Signatory

 

 

  IDG-ACCEL CHINA CAPITAL GP ASSOCIATES LTD.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Director

 

 

  CHUANG XI CAPITAL HOLDINGS LIMITED
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Director

 

  

  IDG CHINA CAPITAL FUND III L.P.
   
   
  By:  /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Authorized Signatory

 

 

  IDG CHINA CAPITAL III INVESTORS L.P.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Authorized Signatory

 

 

  IDG CHINA MEDIA FUND II L.P.
   
   
  By: /s/ Hugo SHONG
    Name: Hugo SHONG
    Title: Authorized Signatory

 

 

  IDG CHINA CAPITAL FUND III ASSOCIATES L.P.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Authorized Signatory

 

 

  IDG CHINA CAPITAL FUND GP III ASSOCIATES LTD.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Director

  

 

  IDG CHINA MEDIA FUND II ASSOCIATES L.P.
   
   
  By: /s/ Hugo SHONG
    Name: Hugo SHONG
    Title: Authorized Signatory

  

 

  IDG CHINA MEDIA FUND GP ASSOCIATES LTD.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Director

 

 

  QUAN ZHOU
   
   
  By: /s/ Quan Zhou
    Name: Quan Zhou
       

  

 

  CHI SING HO
   
   
  By: /s/ Chi Sing Ho
    Name: Chi Sing Ho
       

 

 

  DONGLIANG LIN
   
   
  By: /s/ Dongliang Lin
    Name: Dongliang Lin
       

 

 

  QUARTZ FORTUNE LIMITED
   
   
  By: /s/ Chi Sing Ho
    Name: Chi Sing Ho
    Title: Director

 

 

  IDG ULTIMATE GLOBAL LIMITED
   
   
  By: /s/ Chi Sing Ho
    Name: Chi Sing Ho
    Title: Director

 

 

  VELDA POWER LIMITED
   
   
  By: /s/ Chi Sing Ho
    Name: Chi Sing Ho
    Title: Director

 

 

  CLEVER SIGHT LIMITED
   
   
  By: /s/ Chi Sing Ho
    Name: Chi Sing Ho
    Title: Director

 

 

Exhibit A

 

SHARE TRANSFER AGREEMENT

 

This Share Transfer Agreement (this “Agreement”), dated as of January 28, 2022 is entered into by and among Chuang Xi Capital Holdings Limited (the “Transferor”), a company incorporated under the laws of the British Virgin Islands, and ACE SMART INVESTMENTS LIMITED (the “Transferee”), a company incorporated in Hong Kong wholly-owned by Mr. Vincent Tianquan Mo (together with the Transferor, the “Parties” and each a “Party”).

 

RECITALS

 

WHEREAS, the Transferor holds 47,788 American Depository Shares (the “ADS”) of Fang Holdings Limited which represents 477,880 class A ordinary shares (the “Shares”) of Fang Holdings Limited (the “Company”).

 

WHEREAS, the Transferor intends to sell to the Transferee, and the Transferee intends to purchase from the Transferor, the Shares on such terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

 

It is agreed that:

 

1. SALE AND PURCHASE OF SHARES

 

1.1The Transferor hereby sells to the Transferee, and the Transferee purchases from the Transferor, the Shares in consideration of the Transfer Price set out in clause 2.

 

1.2For the avoidance of doubt, the Shares shall be sold and purchased with all rights and obligations attached according to the currently effective constitutional documents of the Company.

 

1.3The sale and purchase of the Shares shall become effective upon the later of (i) execution of this Agreement by both Parties, and (ii) the Transferor’s receipt of the Transfer Price paid by the Transferee.

 

2. TRANSFER PRICE

 

It is agreed that the Shares shall be purchased and sold at the price of USD 5.83 per ADS, amounting to an aggregate purchase price for such Shares of USD 278,604.04 (the “Transfer Price”).

 

1 

 

3. TRANSFER PRICE PAYMENT

 

On the same day within thirty (30) days after the date hereof, the Transferee shall pay the Transfer Price by wire transfer of immediately available funds to the bank account specified by the Transferor, and the Shares shall be delivered by Transferor to Transferee on such date on a delivery versus payment basis. Settlement accounts of each Party is set forth in Exhibit A attached hereto. The Transferee shall ensure the Transfer Price to be received by the Transferor on the same day.

 

The costs and expenses of registering the sale and purchase of the Shares (if any) shall be borne by the Transferee.

 

4. WARRANTIES AND INDEMNITIES

 

It is agreed that:

 

4.1        All title over the Shares shall be transferred from the Transferor to the Transferee in consideration of the Transfer Price set out in clause 2.

 

4.2The Transferor warrants that it is the legal and beneficial owner of the Shares and is entitled to all rights attached to the Shares according to the currently effective constitutional documents of the Company.

 

4.3The Transferor warrants that the Shares are free from and clear of all liens or any other third-party rights.

 

4.4Each Party hereby represents that it has all necessary powers and approvals to enter into this Agreement and is participating in the transactions contemplated hereunder in compliance with applicable laws in all material respects.

 

4.5Each Party hereby declares that it is not aware of any matter within their control which might have any material adverse effect upon the performance of their obligations under this Agreement.

 

4.6The rights, benefits, liabilities and responsibilities contained within the terms of this Agreement can be assigned by any Party with the prior written agreement of the other Party.

 

4.7Any delay or failure to enforce the terms of this Agreement and any delay to act on a breach of its term by any Party does not constitute a waiver of those rights.

 

4.8Each Party hereby warrants that it will not do any action which might harm, hinder or negatively affect the duties of the other Party set out within this Agreement.

 

2 

 

4.9The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws and courts of that jurisdiction set out in clause 8 below.

 

4.10The heading titles contained within in this Agreement are included as a drafting reference only and for ease of reference, and are not to be considered as part of this Agreement.

 

4.11In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidity and striking out only that clause (or any part of any clause) only and shall not invalidate this Agreement in its entirety.

 

4.12Each Party hereby irrevocably indemnifies and agrees to keep indemnified and hold harmless the other Party against any and all losses howsoever caused arising from a breach of its warranties, covenants or other terms of this Agreement.

 

5. TERMINATION

 

5.1 This Agreement may be terminated by the relevant Party as follows:

 

(i)if the Transfer of Shares has not been effective within 15 business days after the execution of this Agreement (the “Longstop Date”), any Party shall have the right to terminate this Agreement with respect to its own rights and obligations;

 

(ii)by any Party, by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or other terms of this Agreement on the part of the other Party; and

 

(iii)at any time on or prior to the Transfer, the Parties may, by mutual written consent, terminate this Agreement.

 

Notwithstanding the foregoing, the right to terminate this Agreement pursuant to this Section 5.1 shall not be available to any Party whose failure to perform any of its obligations under this Agreement shall have resulted in the failure of the Transfer to be consummated on or before the Longstop Date.

 

5.2If this Agreement is terminated pursuant to Section 5.1, all obligations of the Parties hereunder shall terminate and cease to be of further force or effect, provided that Sections 4.7, 4.9 to 4.12, 7 and 8 shall survive the termination of this Agreement and remain in full force and effect. Upon termination of this Agreement, no Party shall have any claim against other Parties to this Agreement, provided, however, that the termination of this Agreement for any reason shall not release any Party from any liability that has already accrued as of the effective

 

3 

 

date of such termination, and shall not constitute a waiver of, or otherwise adversely affect, any rights, remedies or claims which a Party may have hereunder or which may arise out of such termination.

 

6. AMENDMENT

 

This Agreement may be amended in writing by both Parties.

 

7. NOTICES

 

Notices served pursuant to any term of this Agreement must be served in writing and will be served only if it handed from one Party to another in person or if delivered to the address for service of the Party in question. Notices may only be served and delivered in English.

 

The addresses of each Party are set forth as below:

 

If to the Transferor:

Address: Floor 6, Tower A, COFCO Plaza, 8 Jianguomennei Dajie, Beijing, 100005, The People’s Republic of China

Attn: Yu Cui

Email: yu_cui@idgcapital.com

Tel: +86 21 8033 6586

 

If to the Transferee:

Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, The People’s Republic of China

Attn: Lu Zheng

Email: zhenglu@upskyhotel.com

Tel: +86 10 5631 9481

 

Any party may change or supplement the addresses given above by giving the other Party written notice of the new address in the manner set forth above.

 

8. GOVERNING LAW, DISPUTES AND ARBITRATION

 

It is agreed that:

 

8.1This agreement (including its subject matter and/or formation) shall be governed by and construed in all respects in accordance with the laws of Hong Kong.

 

8.2In the event the Parties are unable to settle a dispute between them regarding this Agreement (including any question regarding the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement)

 

4 

 

through negotiation, such dispute shall be referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre (the “HKIAC”) for arbitration in Hong Kong. The arbitration shall be conducted in accordance with the HKIAC Administered Arbitration Rules in force at the time of the initiation of the arbitration, which rules are deemed to be incorporated by reference into this Section 8.2.

 

[The remainder of this page has been left intentionally blank]

 

5 

 

IN WITNESS WHEREOF,

 

each of the Parties has executed this Share Transfer Agreement:

 

For and on behalf of

 

   
/s/ Vincent Tianquan Mo  
ACE SMART INVESTMENTS LIMITED  
By: Vincent Tianquan Mo, Director  
   

 

Signature Page to Share Transfer Agreement

 

 

IN WITNESS WHEREOF,

 

each of the Parties has executed this Share Transfer Agreement:

 

For and on behalf of

 

   
/s/ Chi Sing Ho  
Chuang Xi Capital Holdings Limited  
By: Chi Sing Ho, Director  
   

 

Signature Page to Share Transfer Agreement

 

 

Exhibit A

Settlement Accounts

 

 

 

 

 

 

Exhibit A to Share Transfer Agreement

 

 

 

Exhibit B

 

SHARE TRANSFER AGREEMENT

 

This Share Transfer Agreement (this “Agreement”), dated as of January 28, 2022 is entered into by and among Clever Sight Limited (the “Transferor”), a company incorporated under the laws of the British Virgin Islands, and ACE SMART INVESTMENTS LIMITED (the “Transferee”), a company incorporated in Hong Kong wholly-owned by Mr. Vincent Tianquan Mo (together with the Transferor, the “Parties” and each a “Party”).

 

RECITALS

 

WHEREAS, the Transferor holds 340,736 American Depository Shares (the “ADS”) of Fang Holdings Limited which represents 3,407,360 class A ordinary shares (the “Shares”) of Fang Holdings Limited (the “Company”).

 

WHEREAS, the Transferor intends to sell to the Transferee, and the Transferee intends to purchase from the Transferor, the Shares on such terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

 

It is agreed that:

 

1. SALE AND PURCHASE OF SHARES

 

1.1The Transferor hereby sells to the Transferee, and the Transferee purchases from the Transferor, the Shares in consideration of the Transfer Price set out in clause 2.

 

1.2For the avoidance of doubt, the Shares shall be sold and purchased with all rights and obligations attached according to the currently effective constitutional documents of the Company.

 

1.3The sale and purchase of the Shares shall become effective upon the later of (i) execution of this Agreement by both Parties, and (ii) the Transferor’s receipt of the Transfer Price paid by the Transferee.

 

2. TRANSFER PRICE

 

It is agreed that the Shares shall be purchased and sold at the price of USD 5.83 per ADS, amounting to an aggregate purchase price for such Shares of USD 1,986,490.88 (the “Transfer Price”).

 

3. TRANSFER PRICE PAYMENT

 

1 

 

On the same day within thirty (30) days after the date hereof, the Transferee shall pay the Transfer Price by wire transfer of immediately available funds to the bank account specified by the Transferor, and the Shares shall be delivered by Transferor to Transferee on such date on a delivery versus payment basis. Settlement accounts of each Party is set forth in Exhibit A attached hereto. The Transferee shall ensure the Transfer Price to be received by the Transferor on the same day.

 

The costs and expenses of registering the sale and purchase of the Shares (if any) shall be borne by the Transferee.

 

4. WARRANTIES AND INDEMNITIES

 

It is agreed that:

 

4.1        All title over the Shares shall be transferred from the Transferor to the Transferee in consideration of the Transfer Price set out in clause 2.

 

4.2The Transferor warrants that it is the legal and beneficial owner of the Shares and is entitled to all rights attached to the Shares according to the currently effective constitutional documents of the Company.

 

4.3The Transferor warrants that the Shares are free from and clear of all liens or any other third-party rights.

 

4.4Each Party hereby represents that it has all necessary powers and approvals to enter into this Agreement and is participating in the transactions contemplated hereunder in compliance with applicable laws in all material respects.

 

4.5Each Party hereby declares that it is not aware of any matter within their control which might have any material adverse effect upon the performance of their obligations under this Agreement.

 

4.6The rights, benefits, liabilities and responsibilities contained within the terms of this Agreement can be assigned by any Party with the prior written agreement of the other Party.

 

4.7Any delay or failure to enforce the terms of this Agreement and any delay to act on a breach of its term by any Party does not constitute a waiver of those rights.

 

4.8Each Party hereby warrants that it will not do any action which might harm, hinder or negatively affect the duties of the other Party set out within this Agreement.

 

4.9The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws and courts of that jurisdiction set out in clause 8 below.

 

2 

 

4.10The heading titles contained within in this Agreement are included as a drafting reference only and for ease of reference, and are not to be considered as part of this Agreement.

 

4.11In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidity and striking out only that clause (or any part of any clause) only and shall not invalidate this Agreement in its entirety.

 

4.12Each Party hereby irrevocably indemnifies and agrees to keep indemnified and hold harmless the other Party against any and all losses howsoever caused arising from a breach of its warranties, covenants or other terms of this Agreement.

 

5. TERMINATION

 

5.1 This Agreement may be terminated by the relevant Party as follows:

 

(i)if the Transfer of Shares has not been effective within 15 business days after the execution of this Agreement (the “Longstop Date”), any Party shall have the right to terminate this Agreement with respect to its own rights and obligations;

 

(ii)by any Party, by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or other terms of this Agreement on the part of the other Party; and

 

(iii)at any time on or prior to the Transfer, the Parties may, by mutual written consent, terminate this Agreement.

 

Notwithstanding the foregoing, the right to terminate this Agreement pursuant to this Section 5.1 shall not be available to any Party whose failure to perform any of its obligations under this Agreement shall have resulted in the failure of the Transfer to be consummated on or before the Longstop Date.

 

5.2If this Agreement is terminated pursuant to Section 5.1, all obligations of the Parties hereunder shall terminate and cease to be of further force or effect, provided that Sections 4.7, 4.9 to 4.12, 7 and 8 shall survive the termination of this Agreement and remain in full force and effect. Upon termination of this Agreement, no Party shall have any claim against other Parties to this Agreement, provided, however, that the termination of this Agreement for any reason shall not release any Party from any liability that has already accrued as of the effective date of such termination, and shall not constitute a waiver of, or otherwise adversely affect, any rights, remedies or claims which a Party may have hereunder or which may arise out of such termination.

 

3 

 

6. AMENDMENT

 

This Agreement may be amended in writing by both Parties.

 

7. NOTICES

 

Notices served pursuant to any term of this Agreement must be served in writing and will be served only if it handed from one Party to another in person or if delivered to the address for service of the Party in question. Notices may only be served and delivered in English.

 

The addresses of each Party are set forth as below:

 

If to the Transferor:

Address: Floor 6, Tower A, COFCO Plaza, 8 Jianguomennei Dajie, Beijing, 100005, The People’s Republic of China

Attn: Yu Cui

Email: yu_cui@idgcapital.com

Tel: +86 21 8033 6586

 

If to the Transferee:

Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, The People’s Republic of China

Attn: Lu Zheng

Email: zhenglu@upskyhotel.com

Tel: +86 10 5631 9481

 

Any party may change or supplement the addresses given above by giving the other Party written notice of the new address in the manner set forth above.

 

8. GOVERNING LAW, DISPUTES AND ARBITRATION

 

It is agreed that:

 

8.1This agreement (including its subject matter and/or formation) shall be governed by and construed in all respects in accordance with the laws of Hong Kong.

 

8.2In the event the Parties are unable to settle a dispute between them regarding this Agreement (including any question regarding the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement) through negotiation, such dispute shall be referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre (the “HKIAC”) for arbitration in Hong Kong. The arbitration shall be conducted in accordance with the HKIAC Administered Arbitration Rules in force at the time of the initiation

 

4 

 

of the arbitration, which rules are deemed to be incorporated by reference into this Section 8.2.

 

[The remainder of this page has been left intentionally blank]

 

5 

 

IN WITNESS WHEREOF,

 

each of the Parties has executed this Share Transfer Agreement:

 

For and on behalf of

 

   
/s/ Vincent Tianquan Mo  
ACE SMART INVESTMENTS LIMITED  
By: Vincent Tianquan Mo, Director  
   

 

Signature Page to Share Transfer Agreement

 

 

IN WITNESS WHEREOF,

 

each of the Parties has executed this Share Transfer Agreement:

 

For and on behalf of

 

   
/s/ Chi Sing Ho  
Clever Sight Limited  
By: Chi Sing Ho, Director  
   

 

Signature Page to Share Transfer Agreement

 

 

Exhibit A

Settlement Accounts

 

 

 

Exhibit A to Share Transfer Agreement

 

 

Exhibit C

 

SHARE TRANSFER AGREEMENT

 

This Share Transfer Agreement (this “Agreement”), dated as of January 28, 2022 is entered into by and among IDG Alternative Global Limited (the “Transferor”), a company incorporated under the laws of the British Virgin Islands, and ACE SMART INVESTMENTS LIMITED (the “Transferee”), a company incorporated in Hong Kong wholly-owned by Mr. Vincent Tianquan Mo (together with the Transferor, the “Parties” and each a “Party”).

 

RECITALS

 

WHEREAS, the Transferor holds 48,000 American Depository Shares (the “ADS”) of Fang Holdings Limited which represents 480,000 class A ordinary shares (the “Shares”) of Fang Holdings Limited (the “Company”).

 

WHEREAS, the Transferor intends to sell to the Transferee, and the Transferee intends to purchase from the Transferor, the Shares on such terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

 

It is agreed that:

 

1. SALE AND PURCHASE OF SHARES

 

1.1The Transferor hereby sells to the Transferee, and the Transferee purchases from the Transferor, the Shares in consideration of the Transfer Price set out in clause 2.

 

1.2For the avoidance of doubt, the Shares shall be sold and purchased with all rights and obligations attached according to the currently effective constitutional documents of the Company.

 

1.3The sale and purchase of the Shares shall become effective upon the later of (i) execution of this Agreement by both Parties, and (ii) the Transferor’s receipt of the Transfer Price paid by the Transferee.

 

2. TRANSFER PRICE

 

It is agreed that the Shares shall be purchased and sold at the price of USD 5.83 per ADS, amounting to an aggregate purchase price for such Shares of USD 279,840.00 (the “Transfer Price”).

 

1 

 

3. TRANSFER PRICE PAYMENT

 

On the same day within thirty (30) days after the date hereof, the Transferee shall pay the Transfer Price by wire transfer of immediately available funds to the bank account specified by the Transferor, and the Shares shall be delivered by Transferor to Transferee on such date on a delivery versus payment basis. Settlement accounts of each Party is set forth in Exhibit A attached hereto. The Transferee shall ensure the Transfer Price to be received by the Transferor on the same day.

 

The costs and expenses of registering the sale and purchase of the Shares (if any) shall be borne by the Transferee.

 

4. WARRANTIES AND INDEMNITIES

 

It is agreed that:

 

4.1        All title over the Shares shall be transferred from the Transferor to the Transferee in consideration of the Transfer Price set out in clause 2.

 

4.2The Transferor warrants that it is the legal and beneficial owner of the Shares and is entitled to all rights attached to the Shares according to the currently effective constitutional documents of the Company.

 

4.3The Transferor warrants that the Shares are free from and clear of all liens or any other third-party rights.

 

4.4Each Party hereby represents that it has all necessary powers and approvals to enter into this Agreement and is participating in the transactions contemplated hereunder in compliance with applicable laws in all material respects.

 

4.5Each Party hereby declares that it is not aware of any matter within their control which might have any material adverse effect upon the performance of their obligations under this Agreement.

 

4.6The rights, benefits, liabilities and responsibilities contained within the terms of this Agreement can be assigned by any Party with the prior written agreement of the other Party.

 

4.7Any delay or failure to enforce the terms of this Agreement and any delay to act on a breach of its term by any Party does not constitute a waiver of those rights.

 

4.8Each Party hereby warrants that it will not do any action which might harm, hinder or negatively affect the duties of the other Party set out within this Agreement.

 

2 

 

4.9The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws and courts of that jurisdiction set out in clause 8 below.

 

4.10The heading titles contained within in this Agreement are included as a drafting reference only and for ease of reference, and are not to be considered as part of this Agreement.

 

4.11In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidity and striking out only that clause (or any part of any clause) only and shall not invalidate this Agreement in its entirety.

 

4.12Each Party hereby irrevocably indemnifies and agrees to keep indemnified and hold harmless the other Party against any and all losses howsoever caused arising from a breach of its warranties, covenants or other terms of this Agreement.

 

5. TERMINATION

 

5.1 This Agreement may be terminated by the relevant Party as follows:

 

(i)if the Transfer of Shares has not been effective within 15 business days after the execution of this Agreement (the “Longstop Date”), any Party shall have the right to terminate this Agreement with respect to its own rights and obligations;

 

(ii)by any Party, by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or other terms of this Agreement on the part of the other Party; and

 

(iii)at any time on or prior to the Transfer, the Parties may, by mutual written consent, terminate this Agreement.

 

Notwithstanding the foregoing, the right to terminate this Agreement pursuant to this Section 5.1 shall not be available to any Party whose failure to perform any of its obligations under this Agreement shall have resulted in the failure of the Transfer to be consummated on or before the Longstop Date.

 

5.2If this Agreement is terminated pursuant to Section 5.1, all obligations of the Parties hereunder shall terminate and cease to be of further force or effect, provided that Sections 4.7, 4.9 to 4.12, 7 and 8 shall survive the termination of this Agreement and remain in full force and effect. Upon termination of this Agreement, no Party shall have any claim against other Parties to this Agreement, provided, however, that the termination of this Agreement for any reason shall not release any Party from any liability that has already accrued as of the effective

 

3 

 

date of such termination, and shall not constitute a waiver of, or otherwise adversely affect, any rights, remedies or claims which a Party may have hereunder or which may arise out of such termination.

 

6. AMENDMENT

 

This Agreement may be amended in writing by both Parties.

 

7. NOTICES

 

Notices served pursuant to any term of this Agreement must be served in writing and will be served only if it handed from one Party to another in person or if delivered to the address for service of the Party in question. Notices may only be served and delivered in English.

 

The addresses of each Party are set forth as below:

 

If to the Transferor:

Address: Floor 6, Tower A, COFCO Plaza, 8 Jianguomennei Dajie, Beijing, 100005, The People’s Republic of China

Attn: Yu Cui

Email: yu_cui@idgcapital.com

Tel: +86 21 8033 6586

 

If to the Transferee:

Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, The People’s Republic of China

Attn: Lu Zheng

Email: zhenglu@upskyhotel.com

Tel: +86 10 5631 9481

 

Any party may change or supplement the addresses given above by giving the other Party written notice of the new address in the manner set forth above.

 

8. GOVERNING LAW, DISPUTES AND ARBITRATION

 

It is agreed that:

 

8.1This agreement (including its subject matter and/or formation) shall be governed by and construed in all respects in accordance with the laws of Hong Kong.

 

8.2In the event the Parties are unable to settle a dispute between them regarding this Agreement (including any question regarding the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement)

 

4 

 

through negotiation, such dispute shall be referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre (the “HKIAC”) for arbitration in Hong Kong. The arbitration shall be conducted in accordance with the HKIAC Administered Arbitration Rules in force at the time of the initiation of the arbitration, which rules are deemed to be incorporated by reference into this Section 8.2.

 

[The remainder of this page has been left intentionally blank]

 

5 

 

IN WITNESS WHEREOF,

 

each of the Parties has executed this Share Transfer Agreement:

 

For and on behalf of

 

   
/s/ Vincent Tianquan Mo  
ACE SMART INVESTMENTS LIMITED  
By: Vincent Tianquan Mo, Director  
   

 

Signature Page to Share Transfer Agreement

 

 

IN WITNESS WHEREOF,

 

each of the Parties has executed this Share Transfer Agreement:

 

For and on behalf of

 

   
/s/ Chi Sing Ho  
IDG Alternative Global Limited  
By: Chi Sing Ho, Director  
   

 

Signature Page to Share Transfer Agreement

 

 

Exhibit A

Settlement Accounts

 

 

 

Exhibit A to Share Transfer Agreement

 

 

Exhibit D

 

SHARE TRANSFER AGREEMENT

 

This Share Transfer Agreement (this “Agreement”), dated as of January 28, 2022 is entered into by and among IDG-Accel China Capital Investors L.P. (the “Transferor”), a limited partnership under the laws of the Cayman Islands and ACE SMART INVESTMENTS LIMITED (the “Transferee”), a company incorporated in Hong Kong wholly-owned by Mr. Vincent Tianquan Mo (together with the Transferor, the “Parties” and each a “Party”).

 

RECITALS

 

WHEREAS, the Transferor holds 9,769 American Depository Shares (the “ADS”) of Fang Holdings Limited which represents 97,690 class A ordinary shares (the “Shares”) of Fang Holdings Limited (the “Company”).

 

WHEREAS, the Transferor intends to sell to the Transferee, and the Transferee intends to purchase from the Transferor, the Shares on such terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

 

It is agreed that:

 

1. SALE AND PURCHASE OF SHARES

 

1.1The Transferor hereby sells to the Transferee, and the Transferee purchases from the Transferor, the Shares in consideration of the Transfer Price set out in clause 2.

 

1.2For the avoidance of doubt, the Shares shall be sold and purchased with all rights and obligations attached according to the currently effective constitutional documents of the Company.

 

1.3The sale and purchase of the Shares shall become effective upon the later of (i) execution of this Agreement by both Parties, and (ii) the Transferor’s receipt of the Transfer Price paid by the Transferee.

 

2. TRANSFER PRICE

 

It is agreed that the Shares shall be purchased and sold at the price of USD 5.83 per ADS, amounting to an aggregate purchase price for such Shares of USD 56,953.27 (the “Transfer Price”).

 

3. TRANSFER PRICE PAYMENT

 

1 

 

On the same day within thirty (30) days after the date hereof, the Transferee shall pay the Transfer Price by wire transfer of immediately available funds to the bank account specified by the Transferor, and the Shares shall be delivered by Transferor to Transferee on such date on a delivery versus payment basis. Settlement accounts of each Party is set forth in Exhibit A attached hereto. The Transferee shall ensure the Transfer Price to be received by the Transferor on the same day.

 

The costs and expenses of registering the sale and purchase of the Shares (if any) shall be borne by the Transferee.

 

4. WARRANTIES AND INDEMNITIES

 

It is agreed that:

 

4.1        All title over the Shares shall be transferred from the Transferor to the Transferee in consideration of the Transfer Price set out in clause 2.

 

4.2The Transferor warrants that it is the legal and beneficial owner of the Shares and is entitled to all rights attached to the Shares according to the currently effective constitutional documents of the Company.

 

4.3The Transferor warrants that the Shares are free from and clear of all liens or any other third-party rights.

 

4.4Each Party hereby represents that it has all necessary powers and approvals to enter into this Agreement and is participating in the transactions contemplated hereunder in compliance with applicable laws in all material respects.

 

4.5Each Party hereby declares that it is not aware of any matter within their control which might have any material adverse effect upon the performance of their obligations under this Agreement.

 

4.6The rights, benefits, liabilities and responsibilities contained within the terms of this Agreement can be assigned by any Party with the prior written agreement of the other Party.

 

4.7Any delay or failure to enforce the terms of this Agreement and any delay to act on a breach of its term by any Party does not constitute a waiver of those rights.

 

4.8Each Party hereby warrants that it will not do any action which might harm, hinder or negatively affect the duties of the other Party set out within this Agreement.

 

4.9The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws and courts of that jurisdiction set out in clause 8 below.

 

2 

 

4.10The heading titles contained within in this Agreement are included as a drafting reference only and for ease of reference, and are not to be considered as part of this Agreement.

 

4.11In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidity and striking out only that clause (or any part of any clause) only and shall not invalidate this Agreement in its entirety.

 

4.12Each Party hereby irrevocably indemnifies and agrees to keep indemnified and hold harmless the other Party against any and all losses howsoever caused arising from a breach of its warranties, covenants or other terms of this Agreement.

 

5. TERMINATION

 

5.1 This Agreement may be terminated by the relevant Party as follows:

 

(i)if the Transfer of Shares has not been effective within 15 business days after the execution of this Agreement (the “Longstop Date”), any Party shall have the right to terminate this Agreement with respect to its own rights and obligations;

 

(ii)by any Party, by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or other terms of this Agreement on the part of the other Party; and

 

(iii)at any time on or prior to the Transfer, the Parties may, by mutual written consent, terminate this Agreement.

 

Notwithstanding the foregoing, the right to terminate this Agreement pursuant to this Section 5.1 shall not be available to any Party whose failure to perform any of its obligations under this Agreement shall have resulted in the failure of the Transfer to be consummated on or before the Longstop Date.

 

5.2If this Agreement is terminated pursuant to Section 5.1, all obligations of the Parties hereunder shall terminate and cease to be of further force or effect, provided that Sections 4.7, 4.9 to 4.12, 7 and 8 shall survive the termination of this Agreement and remain in full force and effect. Upon termination of this Agreement, no Party shall have any claim against other Parties to this Agreement, provided, however, that the termination of this Agreement for any reason shall not release any Party from any liability that has already accrued as of the effective date of such termination, and shall not constitute a waiver of, or otherwise adversely affect, any rights, remedies or claims which a Party may have hereunder or which may arise out of such termination.

 

3 

 

6. AMENDMENT

 

This Agreement may be amended in writing by both Parties.

 

7. NOTICES

 

Notices served pursuant to any term of this Agreement must be served in writing and will be served only if it handed from one Party to another in person or if delivered to the address for service of the Party in question. Notices may only be served and delivered in English.

 

The addresses of each Party are set forth as below:

 

If to the Transferor:
Address: Floor 6, Tower A, COFCO Plaza, 8 Jianguomennei Dajie, Beijing, 100005, The People’s Republic of China
Attn: Yu Cui
Email: yu_cui@idgcapital.com
Tel: +86 21 8033 6586

If to the Transferee:
Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, The People’s Republic of China
Attn: Lu Zheng
Email: zhenglu@upskyhotel.com
Tel: +86 10 5631 9481
Any party may change or supplement the addresses given above by giving the other Party written notice of the new address in the manner set forth above.

 

8. GOVERNING LAW, DISPUTES AND ARBITRATION

 

It is agreed that:

 

8.1This agreement (including its subject matter and/or formation) shall be governed by and construed in all respects in accordance with the laws of Hong Kong.

 

8.2In the event the Parties are unable to settle a dispute between them regarding this Agreement (including any question regarding the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement) through negotiation, such dispute shall be referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre (the “HKIAC”) for arbitration in Hong Kong. The arbitration shall be conducted in accordance with the HKIAC Administered Arbitration Rules in force at the time of the initiation

 

4 

 

of the arbitration, which rules are deemed to be incorporated by reference into this Section 8.2.

 

[The remainder of this page has been left intentionally blank]

 

5 

 

IN WITNESS WHEREOF,

 

each of the Parties has executed this Share Transfer Agreement:

 

For and on behalf of

 

   
/s/ Vincent Tianquan Mo  
ACE SMART INVESTMENTS LIMITED  
By: Vincent Tianquan Mo, Director  
   

 

Signature Page to Share Transfer Agreement

 

 

IN WITNESS WHEREOF,

 

each of the Parties has executed this Share Transfer Agreement:

 

For and on behalf of

 

   
/s/ Chi Sing Ho  
IDG-Accel China Capital Investors L.P.  
By: Chi Sing Ho, Authorized Signatory  
   

 

Signature Page to Share Transfer Agreement

 

 

Exhibit A

Settlement Accounts

 

 

 

Exhibit A to Share Transfer Agreement

 

 

Exhibit E

 

SHARE TRANSFER AGREEMENT

 

This Share Transfer Agreement (this “Agreement”), dated as of January 28, 2022 is entered into by and among IDG-Accel China Capital L.P. (the “Transferor”), a limited partnership under the laws of the Cayman Islands and ACE SMART INVESTMENTS LIMITED (the “Transferee”), a company incorporated in Hong Kong wholly-owned by Mr. Vincent Tianquan Mo (together with the Transferor, the “Parties” and each a “Party”).

 

RECITALS

 

WHEREAS, the Transferor holds 211,606 American Depository Shares (the “ADS”) of Fang Holdings Limited which represents 2,116,060 class A ordinary shares (the “Shares”) of Fang Holdings Limited (the “Company”).

 

WHEREAS, the Transferor intends to sell to the Transferee, and the Transferee intends to purchase from the Transferor, the Shares on such terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

 

It is agreed that:

 

1. SALE AND PURCHASE OF SHARES

 

1.1The Transferor hereby sells to the Transferee, and the Transferee purchases from the Transferor, the Shares in consideration of the Transfer Price set out in clause 2.

 

1.2For the avoidance of doubt, the Shares shall be sold and purchased with all rights and obligations attached according to the currently effective constitutional documents of the Company.

 

1.3The sale and purchase of the Shares shall become effective upon the later of (i) execution of this Agreement by both Parties, and (ii) the Transferor’s receipt of the Transfer Price paid by the Transferee.

 

2. TRANSFER PRICE

 

It is agreed that the Shares shall be purchased and sold at the price of USD 5.83 per ADS, amounting to an aggregate purchase price for such Shares of USD 1,233,662.98 (the “Transfer Price”).

 

3. TRANSFER PRICE PAYMENT

 

1 

 

On the same day within thirty (30) days after the date hereof, the Transferee shall pay the Transfer Price by wire transfer of immediately available funds to the bank account specified by the Transferor, and the Shares shall be delivered by Transferor to Transferee on such date on a delivery versus payment basis. Settlement accounts of each Party is set forth in Exhibit A attached hereto. The Transferee shall ensure the Transfer Price to be received by the Transferor on the same day.

 

The costs and expenses of registering the sale and purchase of the Shares (if any) shall be borne by the Transferee.

 

4. WARRANTIES AND INDEMNITIES

 

It is agreed that:

 

4.1        All title over the Shares shall be transferred from the Transferor to the Transferee in consideration of the Transfer Price set out in clause 2.

 

4.2The Transferor warrants that it is the legal and beneficial owner of the Shares and is entitled to all rights attached to the Shares according to the currently effective constitutional documents of the Company.

 

4.3The Transferor warrants that the Shares are free from and clear of all liens or any other third-party rights.

 

4.4Each Party hereby represents that it has all necessary powers and approvals to enter into this Agreement and is participating in the transactions contemplated hereunder in compliance with applicable laws in all material respects.

 

4.5Each Party hereby declares that it is not aware of any matter within their control which might have any material adverse effect upon the performance of their obligations under this Agreement.

 

4.6The rights, benefits, liabilities and responsibilities contained within the terms of this Agreement can be assigned by any Party with the prior written agreement of the other Party.

 

4.7Any delay or failure to enforce the terms of this Agreement and any delay to act on a breach of its term by any Party does not constitute a waiver of those rights.

 

4.8Each Party hereby warrants that it will not do any action which might harm, hinder or negatively affect the duties of the other Party set out within this Agreement.

 

4.9The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws and courts of that jurisdiction set out in clause 8 below.

 

2 

 

4.10The heading titles contained within in this Agreement are included as a drafting reference only and for ease of reference, and are not to be considered as part of this Agreement.

 

4.11In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidity and striking out only that clause (or any part of any clause) only and shall not invalidate this Agreement in its entirety.

 

4.12Each Party hereby irrevocably indemnifies and agrees to keep indemnified and hold harmless the other Party against any and all losses howsoever caused arising from a breach of its warranties, covenants or other terms of this Agreement.

 

5. TERMINATION

 

5.1 This Agreement may be terminated by the relevant Party as follows:

 

(i)if the Transfer of Shares has not been effective within 15 business days after the execution of this Agreement (the “Longstop Date”), any Party shall have the right to terminate this Agreement with respect to its own rights and obligations;

 

(ii)by any Party, by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or other terms of this Agreement on the part of the other Party; and

 

(iii)at any time on or prior to the Transfer, the Parties may, by mutual written consent, terminate this Agreement.

 

Notwithstanding the foregoing, the right to terminate this Agreement pursuant to this Section 5.1 shall not be available to any Party whose failure to perform any of its obligations under this Agreement shall have resulted in the failure of the Transfer to be consummated on or before the Longstop Date.

 

5.2If this Agreement is terminated pursuant to Section 5.1, all obligations of the Parties hereunder shall terminate and cease to be of further force or effect, provided that Sections 4.7, 4.9 to 4.12, 7 and 8 shall survive the termination of this Agreement and remain in full force and effect. Upon termination of this Agreement, no Party shall have any claim against other Parties to this Agreement, provided, however, that the termination of this Agreement for any reason shall not release any Party from any liability that has already accrued as of the effective date of such termination, and shall not constitute a waiver of, or otherwise adversely affect, any rights, remedies or claims which a Party may have hereunder or which may arise out of such termination.

 

3 

 

6. AMENDMENT

 

This Agreement may be amended in writing by both Parties.

 

7. NOTICES

 

Notices served pursuant to any term of this Agreement must be served in writing and will be served only if it handed from one Party to another in person or if delivered to the address for service of the Party in question. Notices may only be served and delivered in English.

 

The addresses of each Party are set forth as below:

 

If to the Transferor:

Address: Floor 6, Tower A, COFCO Plaza, 8 Jianguomennei Dajie, Beijing, 100005, The People’s Republic of China

Attn: Yu Cui

Email: yu_cui@idgcapital.com

Tel: +86 21 8033 6586

 

If to the Transferee:

Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, The People’s Republic of China

Attn: Lu Zheng

Email: zhenglu@upskyhotel.com

Tel: +86 10 5631 9481

 

Any party may change or supplement the addresses given above by giving the other Party written notice of the new address in the manner set forth above.

 

8. GOVERNING LAW, DISPUTES AND ARBITRATION

 

It is agreed that:

 

8.1This agreement (including its subject matter and/or formation) shall be governed by and construed in all respects in accordance with the laws of Hong Kong.

 

8.2In the event the Parties are unable to settle a dispute between them regarding this Agreement (including any question regarding the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement) through negotiation, such dispute shall be referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre (the “HKIAC”) for arbitration in Hong Kong. The arbitration shall be conducted in accordance with the HKIAC Administered Arbitration Rules in force at the time of the initiation

 

4 

 

of the arbitration, which rules are deemed to be incorporated by reference into this Section 8.2.

 

[The remainder of this page has been left intentionally blank]

 

5 

 

IN WITNESS WHEREOF,

 

each of the Parties has executed this Share Transfer Agreement:

 

For and on behalf of

 

   
/s/ Vincent Tianquan Mo  
ACE SMART INVESTMENTS LIMITED  
By: Vincent Tianquan Mo, Director  
   

 

Signature Page to Share Transfer Agreement

 

 

IN WITNESS WHEREOF,

 

each of the Parties has executed this Share Transfer Agreement:

 

For and on behalf of

 

   
/s/ Chi Sing Ho  
IDG-Accel China Capital L.P.  
By: Chi Sing Ho, Authorized Signatory  
   

 

Signature Page to Share Transfer Agreement

 

 

Exhibit A

Settlement Accounts

 

 

 

Exhibit A to Share Transfer Agreement