Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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)*
China Index Holdings Limited
(Name of Issuer)
Class A ordinary shares, par value US$0.001 per share
Class B ordinary shares, par value US$0.001 per share
(Title of Class of Securities)
16954W101**
(CUSIP Number)
Tianquan Mo
Tower A, No. 20 Guogongzhuang Middle Street
Fengtai District, Beijing 100070
The People’s Republic of China
+86-10-5631 8661
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 10, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(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 Rule 13d-1(a) 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 one of one Class A ordinary share. No CUSIP has been assigned to the Class A Ordinary Shares or Class B 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. 16954W101
| 1. |
Names of Reporting Persons.
Tianquan Mo | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) ¨
| |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds (See Instructions)
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 |
| 8. |
Shared Voting Power
18,781,835 Class A Ordinary Shares 20,842,227 Class B Ordinary Shares (See Item 5) | |
| 9. |
Sole Dispositive Power
0 | |
| 10. |
Shared Dispositive Power
18,781,835 Class A Ordinary Shares 20,842,227 Class B Ordinary Shares (See Item 5) | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,781,835 Class A Ordinary Shares 20,842,227 Class B Ordinary Shares (See Item 5) | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |
| 13. |
Percent of Class Represented by Amount in Row (11)
28.1% of the Class A Ordinary Shares 88.2% of the Class B Ordinary Shares (See Item 5) (1) | |
| 14. |
Type of Reporting Person (See Instructions)
IN | |
| (1) | The percentage of the class of securities beneficially owned by each reporting person is calculated based on 66,788,662 Class A Ordinary Shares and 23,636,706 Class B Ordinary Shares of the Issuer outstanding as of March 31, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on May 23, 2022. |
CUSIP No. 16954W101
| 1. |
Names of Reporting Persons.
ACE Smart Investments Limited | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) ¨
| |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds (See Instructions)
WC | |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |
| 6. |
Citizenship or Place of Organization
Hong Kong | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
0 |
| 8. |
Shared Voting Power
13,337,250 Class A Ordinary Shares 2,754,333 Class B Ordinary Shares (See Item 5) | |
| 9. |
Sole Dispositive Power
0 | |
| 10. |
Shared Dispositive Power
13,337,250 Class A Ordinary Shares 2,754,333 Class B Ordinary Shares (See Item 5) | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
13,337,250 Class A Ordinary Shares 2 ,754,333 Class B Ordinary Shares (See Item 5) | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |
| 13. |
Percent of Class Represented by Amount in Row (11)
20.0% of the Class A Ordinary Shares 11.7% of the Class B Ordinary Shares (See Item 5) (1) | |
| 14. |
Type of Reporting Person (See Instructions)
CO | |
| (1) | The percentage of the class of securities beneficially owned by each reporting person is calculated based on 66,788,662 Class A Ordinary Shares and 23,636,706 Class B Ordinary Shares of the Issuer outstanding as of March 31, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on May 23, 2022. |
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CUSIP No. 16954W101
| 1. |
Names of Reporting Persons.
Media Partner Technology Limited | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) ¨
| |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds (See Instructions)
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 |
| 8. |
Shared Voting Power
2,315,197 Class A Ordinary Shares 7,361,545 Class B Ordinary Shares (See Item 5) | |
| 9. |
Sole Dispositive Power
0 | |
| 10. |
Shared Dispositive Power
2,315,197 Class A Ordinary Shares 7,361,545 Class B Ordinary Shares (See Item 5) | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,315,197 Class A Ordinary Shares 7,361,545 Class B Ordinary Shares (See Item 5) | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |
| 13. |
Percent of Class Represented by Amount in Row (11)
3.5% of the Class A Ordinary Shares 31.1% of the Class B Ordinary Shares (See Item 5) (1) | |
| 14. |
Type of Reporting Person (See Instructions)
CO | |
| (1) | T he percentage of the class of securities beneficially owned by each reporting person is calculated based on 66,788,662 Class A Ordinary Shares and 23,636,706 Class B Ordinary Shares of the Issuer outstanding as of March 31, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on May 23, 2022. |
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CUSIP No. 16954W101
| 1. |
Names of Reporting Persons.
Next Decade Investments Limited | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) ¨
| |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds (See Instructions)
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 |
| 8. |
Shared Voting Power
2,461,055 Class A Ordinary Shares 9,332,531 Class B Ordinary Shares (See Item 5) | |
| 9. |
Sole Dispositive Power
0 | |
| 10. |
Shared Dispositive Power
2,461,055 Class A Ordinary Shares 9,332,531 Class B Ordinary Shares (See Item 5) | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,461,055 Class A Ordinary Shares 9,332,531 Class B Ordinary Shares (See Item 5) | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |
| 13. |
Percent of Class Represented by Amount in Row (11)
3.7% of the Class A Ordinary Shares 39.5% of the Class B Ordinary Shares (See Item 5) (1) | |
| 14. |
Type of Reporting Person (See Instructions)
CO | |
| (1) | The percentage of the class of securities beneficially owned by each reporting person is calculated based on 66,788,662 Class A Ordinary Shares and 23,636,706 Class B Ordinary Shares of the Issuer outstanding as of March 31, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on May 23, 2022. |
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CUSIP No. 16954W101
| 1. |
Names of Reporting Persons.
Karistone Limited | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) ¨
| |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds (See Instructions)
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 |
| 8. |
Shared Voting Power
429,439 Class A Ordinary Shares 1,040,475 Class B Ordinary Shares (See Item 5) | |
| 9. |
Sole Dispositive Power
0 | |
| 10. |
Shared Dispositive Power
429,439 Class A Ordinary Shares 1,040,475 Class B Ordinary Shares (See Item 5) | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
429,439 Class A Ordinary Shares 1,040,475 Class B Ordinary Shares (See Item 5) | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |
| 13. |
Percent of Class Represented by Amount in Row (11)
0.6% of the Class A Ordinary Shares 4.4% of the Class B Ordinary Shares (See Item 5) (1) | |
| 14. |
Type of Reporting Person (See Instructions)
CO | |
| (1) | The percentage of the class of securities beneficially owned by each reporting person is calculated based on 66,788,662 Class A Ordinary Shares and 23,636,706 Class B Ordinary Shares of the Issuer outstanding as of March 31, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on May 23, 2022. |
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CUSIP No. 16954W101
| 1. |
Names of Reporting Persons.
Ateefa Limited | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) ¨
| |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds (See Instructions)
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 |
| 8. |
Shared Voting Power
71,313 Class A Ordinary Shares 117,805 Class B Ordinary Shares (See Item 5) | |
| 9. |
Sole Dispositive Power
0 | |
| 10. |
Shared Dispositive Power
71,313 Class A Ordinary Shares 117,805 Class B Ordinary Shares (See Item 5) | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
71,313 Class A Ordinary Shares 117,805 Class B Ordinary Shares (See Item 5) | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |
| 13. |
Percent of Class Represented by Amount in Row (11)
0.1% of the Class A Ordinary Shares 0.5% of the Class B Ordinary Shares (See Item 5) (1) | |
| 14. |
Type of Reporting Person (See Instructions)
CO | |
| (1) | The percentage of the class of securities beneficially owned by each reporting person is calculated based on 66,788,662 Class A Ordinary Shares and 23,636,706 Class B Ordinary Shares of the Issuer outstanding as of March 31, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on May 23, 2022. |
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CUSIP No. 16954W101
| 1. |
Names of Reporting Persons.
Deanhale Limited | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) ¨
| |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds (See Instructions)
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 |
| 8. |
Shared Voting Power
109,681 Class A Ordinary Shares 181,187 Class B Ordinary Shares (See Item 5) | |
| 9. |
Sole Dispositive Power
0 | |
| 10. |
Shared Dispositive Power
109,681 Class A Ordinary Shares 181,187 Class B Ordinary Shares (See Item 5) | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
109,681 Class A Ordinary Shares 181,187 Class B Ordinary Shares (See Item 5) | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |
| 13. |
Percent of Class Represented by Amount in Row (11)
0.2% of the Class A Ordinary Shares 0.8% of the Class B Ordinary Shares (See Item 5) (1) | |
| 14. |
Type of Reporting Person (See Instructions)
CO | |
| (1) | The percentage of the class of securities beneficially owned by each reporting person is calculated based on 66,788,662 Class A Ordinary Shares and 23,636,706 Class B Ordinary Shares of the Issuer outstanding as of March 31, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on May 23, 2022. |
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CUSIP No. 16954W101
| 1. |
Names of Reporting Persons.
Fang Holdings Limited | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) ¨
| |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds (See Instructions)
WC | |
| 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
6,731,275 Class A Ordinary Shares 11,119,686 Class B Ordinary Shares (See Item 5) | |
| 9. |
Sole Dispositive Power
0 | |
| 10. |
Shared Dispositive Power
6,731,275 Class A Ordinary Shares 11,119,686 Class B Ordinary Shares (See Item 5) | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,731,275 Class A Ordinary Shares 11,119,686 Class B Ordinary Shares (See Item 5) | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |
| 13. |
Percent of Class Represented by Amount in Row (11)
10.1% of the Class A Ordinary Shares 47.0% of the Class B Ordinary Shares (See Item 5) (1) | |
| 14. |
Type of Reporting Person (See Instructions)
CO | |
| (1) | The percentage of the class of securities beneficially owned by each reporting person is calculated based on 66,788,662 Class A Ordinary Shares and 23,636,706 Class B Ordinary Shares of the Issuer outstanding as of March 31, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on May 23, 2022. |
-8-
CUSIP No. 16954W101
| 1. |
Names of Reporting Persons.
Open Land Holdings Limited | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) ¨
| |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds (See Instructions)
WC | |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |
| 6. |
Citizenship or Place of Organization
Hong Kong | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
0 |
| 8. |
Shared Voting Power
57,901 Class A Ordinary Shares 54,351 Class B Ordinary Shares (See Item 5) | |
| 9. |
Sole Dispositive Power
0 | |
| 10. |
Shared Dispositive Power
57,901 Class A Ordinary Shares 54,351 Class B Ordinary Shares (See Item 5) | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
57,901 Class A Ordinary Shares 54,351 Class B Ordinary Shares (See Item 5) | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |
| 13. |
Percent of Class Represented by Amount in Row (11)
0.1% of the Class A Ordinary Shares 0.2% of the Class B Ordinary Shares (See Item 5) (1) | |
| 14. |
Type of Reporting Person (See Instructions)
CO | |
| (1) | The percentage of the class of securities beneficially owned by each reporting person is calculated based on 66,788,662 Class A Ordinary Shares and 23,636,706 Class B Ordinary Shares of the Issuer outstanding as of March 31, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on May 23, 2022. |
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Item 1. Security and Issuer.
This Amendment No. 4 to Schedule 13D (as so amended, this “Schedule 13D”) is being filed to amend the Schedule 13D as originally filed with the Securities and Exchange Commission on June 21, 2019, as amended by Amendment No. 1 on January 7, 2020, Amendment No. 2 on June 25, 2020 and Amendment No. 3 on July 20, 2021 (the “Original Schedule 13D”), and relates to Class A ordinary shares, par value $0.001 per share (the “Class A Ordinary Shares”) and Class B ordinary shares, par value $0.001 per share (the “Class B Ordinary Shares”) of China Index Holdings Limited, an exempted company with limited liability registered under the laws of the Cayman Islands (the “Issuer”). 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. The address of the principal executive offices of the Issuer is Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China.
The Issuer’s American depositary shares (the “ADSs”), evidenced by American Depositary Receipts, each representing one Class A Ordinary Share, are listed on the NASDAQ Global Market under the symbol “CIH.” As used in this Schedule 13D, the term “Ordinary Shares” includes Class A Ordinary Shares and Class B Ordinar y Shares.
Certain information contained in this Schedule relates to share ownership of persons other than the Reporting Persons. The Reporting Persons expressly disclaim any liability for any such information and for any other information provided in this Schedule that does not expressly pertain to a Reporting Person.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety to read as follows:
This Schedule is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Act”). The members of the group are:
1) Tianquan Mo, a PRC citizen and the founder of the Issuer (“Mr. Mo”);
2) ACE Smart Investments Limited (“ACE Smart”), a company limited by shares incorporated under the laws of Hong Kong, whose register office is at Room 1901, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong; as of the date hereof, ACE Smart is wholly owned by Mr. Mo;
3) Media Partner Technology Limited (“Media Partner”), a business company incorporated with limited liability under the laws of the British Virgins Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands and its principal business in investment holding, and all of the shares of Media Partner are held in The MC Trust, for which Butterfield Fiduciary Services (Cayman) Limited serves as trustee. Mr. Mo’s wife is the sole director of Media Partner;
4) Next Decade Investments Limited (“Next Decade”), a business company incorporated with limited liability under the laws of the British Virgins Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands and its principal business in investment holding, and all of the shares of Next Decade are held in KM & KM Trust, for which Credit Suisse Trust Limited serves as trustee. Mr. Mo’s wife is the sole director of Next Decade;
5) Karistone Limited (“Karistone”), a business company incorporated with limited liability under the laws of the British Virgins Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands and its principal business in investment holding; as of the date hereof, Karistone is wholly owned by Mr. Mo;
6) Ateefa Limited (“Ateefa”), a business company incorporated with limited liability under the laws of the British Virgins Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands and its principal business in investment holding; as of the date hereof, Ateefa is wholly owned by Mr. Mo;
-10-
7) Deanhale Limited (“Deanhale”), a business company incorporated with limited liability under the laws of the British Virgins Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands and its principal business in investment holding; as of the date hereof, Deanhale is wholly owned by Mr. Mo;
8) Fang Holdings Limited (“Fang”), an exempted company incorporated under the laws of the Cayman Islands with limited liability, with its registered office is at P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands, and its principal business address at Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing, 100070, PRC. Fang operates a leading real estate Internet portal in China in terms of the number of page views and visitors to its websites. Through its websites, Fang provides primarily marketing, listing, leads generation and financial services for China’s fast-growing real estate and home furnishing and improvement sectors;
9) Open Land Holdings Limited (“Open Land”), a company limited by shares incorporated under the Laws of Hong Kong, whose register office is at Room 1901, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong; as of the date hereof, Open Land is wholly owned by Mr. Mo;
As of the date hereof, Fang was owned as to 1.6% by Deanhale, as to 1.0% by Karistone, as to 1.1% by Ateefa, as to 14.1% by Media Partner, as to 16.0% by Next Decade, as to 0.5% by Open Land and as to 24.8% by ACE Smart.
The name, business address, present principal occupation or employment and citizenship of each of the directors and executive officers of the Reporting Persons as of the date hereof is set forth on Schedule A.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following:
On or around April 15, 2022, Fidelidade - Companhia de Seguros, S.A. contacted Mr. Mo to discuss the potential exit opportunities of the ADSs of the Issuer owned by them.
On May 10, 2022, after several rounds of private negotiation proposed by Fidelidade - Companhia de Seguros (“Fidelidade”), S.A., ACE Smart entered into a share transfer agreement (the “Share Transfer Agreement 1”) with Fidelidade to purchase 1,613,208 ADSs of the Issuer, representing 1,613,208 Class A Ordinary Shares, at the price of USD0.95 per ADS, amounting to an aggregate purchase price of USD1,532,547.60. ACE Smart obtained the funds to purchase the ADSs from its working capital. As the purchase was not made during a trading window as provided in the Issuer’s Insider Trading Policy, a waiver from the Compliance Officer of the Issuer was obtained for the purchase. The transfer of the ADSs as contemplated by the Share Transfer Agreement 1 was consummated on May 24, 2022.
On or around May 7, 2022, HHLR Fund, L.P. and YHG Investment, L.P. contacted Mr. Mo to discuss the potential exit opportunities of the ADSs of the Issuer owned by them.
On May 16, 2022, after several rounds of private negotiation proposed by HHLR Fund, L.P. (“HHLR”) and YHG Investment, L.P. (“YHG”, and, together with HHLR, the “Transferors” and, each, a “Transferor”), ACE Smart entered into a share transfer agreement (the “Share Transfer Agreement 2”) with the Transferors to purchase 8,866,511 ADSs of the Issuer, representing 8,866,511 Class A Ordinary Shares, at the price of USD0.95 per ADS, amounting to an aggregate purchase price of USD8,423,185.45. ACE Smart obtained the funds to purchase the ADSs from its working capital. As the purchase was not made during a trading window as provided in the Issuer’s Insider Trading Policy, a waiver from the Compliance Officer of the Issuer was obtained for the purchase. The transfer of the ADSs as contemplated by the Share Transfer Agreement 2 was consummated on May 31, 2022.
-11-
Item 4. Purpose of Transaction.
The information set forth in Item 3 is hereby incorporated by reference in this Item 4.
The Reporting Person acquired the ADSs reported herein for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the ADSs, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations, dispositions, mergers, reorganization or liquidation involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), purchasing additional ADSs, selling some or all of their ADSs, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated in its entiret y to read as follows:
(a) As of the date hereof, ACE Smart is the record holder of 1,707,324 Class A Ordinary Shares, 9,962,597 Class A Ordinary Shares evidenced by ADSs, and as a shareholder of Fang, may be deemed to share voting and dispositive power with respect to and have beneficial ownership of 1,667,329 Class A Ordinary Shares, representing 20.0% of issued and outstanding Class A Ordinary Shares; and (ii) as a shareholder of Fang, may be deemed to share voting and dispositive power with respect to and have beneficial ownership of 2,754,333 Class B Ordinary Shares, representing 11.7% of issued and outstanding Class B Ordinary Shares.
As of the date hereof, Media Partner (i) is the record holder of certain employee stock options and restricted shares (exercisable within 60 days of the date hereof), which options and restricted shares entitle Media Partner to acquire an additional 1,367,378 Class A Ordinary Shares, and as a shareholder of Fang, may be deemed to share voting and dispositive power with respect to and have beneficial ownership of 947,819 Class A Ordinary Shares, representing 3.5% of the issued and outstanding Class A Ordinary Shares; and (ii) is the record holder of 5,795,802 Class B Ordinary Shares, and as a shareholder of Fang, may be deemed to share voting and dispositive power with respect to and have beneficial ownership of 1,565,743 Class B Ordinary Shares, representing 31.1% of the issued and outstanding Class B Ordinary Shares. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights as noted above and voting rights. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
As of the date hereof, Next Decade (i) is the record holder of 14,177 Class A Ordinary Shares, evidenced by ADSs, and certain employee stock options and restricted shares (exercisable within 60 days of the date hereof), which options and restricted shares entitle Next Decade to acquire an additional 1,367,377 Class A Ordinary Shares, and as a shareholder of Fang, may be deemed to share voting and dispositive power with respect to and have beneficial ownership of 1,079,501 Class A Ordinary Shares, representing 3.7% of issued and outstanding Class A Ordinary Shares; and (ii) is the record holder of 5,794,757 Class B Ordinary Shares, and certain employee stock options (exercisable within 60 days of the date hereof), which options entitle Next Decade to acquire an additional 1,754,500 Class B Ordinary Shares, and as a shareholder of Fang, may be deemed to share voting and dispositive power with respect to and have beneficial ownership of 1,783,274 Class B Ordinary Shares, representing 39.5% of issued and outstanding Class B Ordinary Shares. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights as noted above and voting rights. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
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As of the date hereof, Karistone (i) is the record holder of certain employee stock options (exercisable within 60 days of the date hereof), which options entitle Karistone to acquire an additional 360,421 Class A Ordinary Shares, and as a shareholder of Fang, may be deemed to share voting and dispositive power with respect to and have beneficial ownership of 69,018 Class A Ordinary Shares, representing 0.6% of issued and outstanding Class A Ordinary Shares, (ii) is the record holder of 926,461 Class B Ordinary Shares, and as a shareholder of Fang, may be deemed to share voting and dispositive power with respect to and have beneficial ownership of 114,014 Class B Ordinary Shares, representing 4.4% of issued and outstanding Class B Ordinary Shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights as noted above and voting rights. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
As of the date hereof, Fang is the record holder of 6,731,275 Class A Ordinary Shares, representing 10.1% of the issued and outstanding Class A Ordinary Shares, and 11,119,686 Class B Ordinary Shares, representing 47.0% of the issued and outstanding Class B Ordinary Shares.
As of the date hereof, Deanhale (i) as a shareholder of Fang, may be deemed to share voting and dispositive power with respect to and have beneficial ownership of 109,681 Class A Ordinary Shares, representing 0.2% of issued and outstanding Class A Ordinary Shares; and (ii) as a shareholder of Fang, may be deemed to share voting and dispositive power with respect to and have beneficial ownership of 181,187 Class B Ordinary Shares, representing 0.8% of issued and outstanding Class B Ordinary Shares.
As of the date hereof, Open Land (i) is the record holder of 25,000 Class A Ordinary Shares, evidenced by ADSs, and as a shareholder of Fang, may be deemed to share voting and dispositive power with respect to and have beneficial ownership of 32,901 Class A Ordinary Shares, representing 0.1% of issued and outstanding Class A Ordinary Shares. (ii) as a shareholder of Fang, may be deemed to share voting and dispositive power with respect to and have beneficial ownership of 54,351 Class B Ordinary Shares, representing 0.2% of issued and outstanding Class B Ordinary Shares.
As of the date hereof, Ateefa (i) as a shareholder of Fang, may be deemed to share voting and dispositive power with respect to and have beneficial ownership of 71,313 Class A Ordinary Shares, representing 0.1% of issued and outstanding Class A Ordinary Shares. (ii) as a shareholder of Fang, may be deemed to share voting and dispositive power with respect to and have beneficial ownership of 117,805 Class B Ordinary Shares, representing 0.5% of issued and outstanding Class B Ordinary Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
The information set forth in or incorporated by reference in Item 2, 3, 4 and 5 of this Schedule 13D is incorporated by reference into this Item 6.
Item 7. Materials to be Filed as Exhibits.
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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: June 1, 2022
| TIANQUAN MO | |||
| By: | /s/ Tianquan Mo | ||
| Name: | Tianquan Mo | ||
| ACE SMART INVESTMENTS LIMITED | |||
| By: | /s/ Tianquan Mo | ||
| Name: | Tianquan Mo | ||
| Title: | Director | ||
| MEDIA PARTNER TECHNOLOGY LIMITED | |||
| By: | /s/ Jing Cao | ||
| Name: | Jing Cao | ||
| Title: | Director | ||
| NEXT DECADE INVESTMENTS LIMITED | |||
| By: | /s/ Jing Cao | ||
| Name: | Jing Cao | ||
| Title: | Director | ||
| KARISTONE LIMITED | |||
| By: | /s/ Tianquan Mo | ||
| Name: | Tianquan Mo | ||
| Title: | Director | ||
| ATEEFA LIMITED | |||
| By: | /s/ Tianquan Mo | ||
| Name: | Tianquan Mo | ||
| Title: | Director | ||
| DEANHALE LIMITED | |||
| By: | /s/ Tianquan Mo | ||
| Name: | Tianquan Mo | ||
| Title: | Director | ||
| FANG HOLDINGS LIMITED | |||
| By: | /s/ Jiangong Dai | ||
| Name: | Jiangong Dai | ||
| Title: | Director | ||
| OPEN LAND HOLDINGS LIMITED | |||
| By: | /s/ Tianquan Mo | ||
| Name: | Tianquan Mo | ||
| Title: | Director | ||
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Schedule A
| Name | Present Principal Occupation or Employment and Business Address | |
| Tianquan Mo (PRC citizen) | Director of ACE Smart Investments Limited, Director of Ateefa Limited, Director of Deanhale Limited, Director of Karistone Limited, and Director of Open Land Holdings Limited, Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, PRC | |
| Jing Cao (U.S. citizen) |
Director of Media Partner, Director of Next Decade, and Director of Open Land Holdings Limited, c/o P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands | |
| Jiangong Dai (PRC citizen) |
Chairman of Fang Holdings Limited Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, PRC |
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