SEC Form SC 13D/A filed by Fang Holdings Limited (Amendment)

 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).

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.

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

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