BEIJING, May 16, 2019 /PRNewswire/ -- Fang Holdings
Limited (NYSE: SFUN) ("Fang"), a leading real estate Internet
portal in China, today announced
the record date for the proposed separation of China Index
Holdings Limited ("CIH"), a wholly-owned subsidiary of Fang, by way
of distribution.
Fang's board of directors has set May 28,
2019 as the record date for the dividend of (i) CIH's Class
A ordinary shares to be paid to holders of Fang's ordinary shares,
and (ii) CIH's American depositary shares (each representing one of
CIH's Class A ordinary shares) to be paid to holders of Fang's
American depositary shares, in order to effect the separation of
CIH from Fang.
Each holder of Fang's ordinary shares (including both Fang's
Class A ordinary shares and Fang's Class B ordinary shares) of
record as of 5:00 p.m. Eastern Time
on the record date will receive one CIH's Class A ordinary share
for every one of Fang's ordinary share. Each holder of Fang's
American depositary shares of record as of 5:00 p.m. Eastern Time on the record date will
receive one CIH's American depositary share for every five of
Fang's American depositary shares. The distribution will be made in
book-entry form. No fractional CIH's ordinary shares will occur in
the distribution. Fractional CIH's American depositary shares will
not be distributed. Instead, the depositary bank will aggregate
such fractional CIH's American depositary shares into whole CIH's
American depositary shares, sell such whole CIH's American
depositary shares in the open market at prevailing rates promptly
after CIH's American depositary shares commence trading on the
Nasdaq Global Market, and distribute the net cash from proceeds
from such sales pro rata to each holder of Fang's American
depositary shares who would otherwise have been entitled to receive
fractional CIH's American depositary shares in the
distribution.
The proposed separation and distribution is subject to the
Securities and Exchange Commission (the "SEC") having declared
effective CIH's registration statement on Form F-1 and the
completion of the listing process for CIH's American depositary
shares to trade on the Nasdaq Global Market. The completion of the
separation and distribution is also subject to the conditions set
forth in the separation and distribution agreement to be entered
into between Fang and CIH, the form of which is filed as an exhibit
to CIH's registration statement on Form F-1 filed on May 10, 2019 in connection with the proposed
separation and distribution.
No action is required by holders of Fang's ordinary shares or
Fang's American depositary shares in order to receive CIH's Class A
ordinary shares or CIH's American depositary shares in the
distribution. After the completion of separation and distribution,
CIH's American depositary shares are expected to trade on the
Nasdaq Global Market under the stock ticker symbol "CIH," and
Fang's American depositary shares will continue to trade on New
York Stock Exchange under the stock ticker symbol "SFUN." Fang will
not retain any equity interest in CIH.
Fang expects to effect the proposed separation and distribution
as soon as practicable. There can be no assurance, however, as to
the commencement or completion of the separation and
distribution.
This announcement is being made pursuant to and in accordance
with Rule 135 under the Securities Act of 1933, as amended. This
announcement is not intended to, and does not, constitute an offer
to sell or a solicitation of an offer to purchase any securities,
in the United States or elsewhere,
and it is not intended to, and does not, constitute an offer,
solicitation or sale of any securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful. Any
public offering of securities to be made in the United States will be made by means of a
prospectus that may be obtained from the issuer or the selling
security holder and that will contain detailed information about
the issuer and management, as well as financial statements.
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, financial and value-added
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 other value-added
services for, the real estate and home furnishing and improvement
sectors in China. Fang currently
maintains approximately 65 offices to focus on local market needs
and its website and database contains real estate related content
covering 658 cities in China. For
more information about Fang, please visit http://ir.fang.com.
Fang filed its annual report on Form 20-F for the fiscal year
ended December 31, 2018 with the SEC
on May 14, 2019. The annual report on
Form 20-F, which contains Fang's audited financial statements, can
be accessed on the SEC's website at http://www.sec.gov as well as
via Fang's investor relations website at http://ir.fang.com. Hard
copies of the annual report are available, free of charge, to
shareholders upon request.
Safe Harbor Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such forward-looking statements are made under the "safe
harbor" provisions of the U.S. Private Securities Litigation Reform
Act of 1995.
These forward-looking statements can be identified by
terminology such as "will," "expects," "is expected to,"
"anticipates," "aim," "future," "intends," "plans," "believes,"
"are likely to," "estimates," "may," "should" and similar
expressions, and include, without limitation, statements regarding
the commencement and the completion of the proposed separation and
distribution. Such statements are based upon management's current
expectations and current market and other conditions, and relate to
events that involve known or unknown risks, uncertainties and other
factors, all of which are difficult to predict and many of which
are beyond Fang's or CIH's control, which may cause the
commencement and completion of the proposed separation and
distribution to differ materially from those in the forward-looking
statements. Potential risks and uncertainties include,
without limitation, the market and other conditions and Fang's and
CIH's results of operations. Further information regarding these
and other risks, uncertainties or factors is included in the
registration statement on Form F-1 filed by CIH as well as Fang's
filings with the Securities and Exchange Commission. Fang does not
undertake any obligation to update any forward-looking statement as
a result of new information, future events or otherwise, except as
required under law.
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SOURCE Fang Holdings Limited