BEIJING, June 7, 2019 /PRNewswire/ -- Fang Holdings
Limited (NYSE: SFUN) ("Fang" or the "Company"), a leading real
estate Internet portal in China,
today announced its plan to complete the proposed
separation of China Index Holdings Limited ("CIH"), a wholly-owned
subsidiary of Fang, by way of distribution, on June 11, 2019.
On May 16, 2019, Fang announced
the record date for the proposed separation of CIH from Fang by
distributing CIH's ordinary shares owned by Fang to holders of
Fang's ordinary shares and Fang's American depositary shares
("ADSs"). Each holder of Fang's ordinary shares of record as of
5:00 p.m. Eastern Time on
May 28, 2019 will receive one CIH's
Class A ordinary share for every one of Fang's ordinary share in
connection with the separation and distribution. Each holder of
Fang's ADSs of record as of 5:00 p.m.
Eastern Time on May 28, 2019
will receive one CIH's ADS for every five of Fang's ADSs in
connection with the separation and distribution, subject to
treatment of fractional CIH's ADSs.
On May 30, 2019, the Securities
and Exchange Commission (the "SEC") declared effective CIH's
registration statement on Form F-1 filed in relation to the
separation and distribution.
On June 5, 2019, Nasdaq approved
CIH's application for listing on the Nasdaq Global Market under the
ticker symbol "CIH." Trading of CIH's ADSs will begin on a
"when-issued" basis on June 7, 2019
and will continue up to and through the completion of the
separation and distribution, and "regular-way" trading in CIH's
ADSs will begin on the first trading day following the completion
of the separation and distribution.
Beginning on June 10, 2019 and
continuing up to and through the completion of the separation and
distribution, there will be two markets in trading of Fang's ADSs:
a "regular-way" market and an "ex-distribution" market. If you own
Fang's ADSs on May 28, 2019 and sell
those shares in the "regular-way" market after May 28, 2019 and up to and through the completion
of the separation and distribution, you will be selling your
entitlement to CIH's ADSs distributed in connection with the
separation and distribution. If you own Fang's ADSs on May 28, 2019 and sell those shares in the
"ex-distribution" market on or after June
10, 2019 and up to and through the completion of the
separation and distribution, you will retain your entitlement to
CIH's ADSs distributed in connection with the separation and
distribution.
Fang expects to complete the separation and distribution on
June 11, 2019 or as soon thereafter
as practicable. There can be no assurance, however, as to the
completion of the separation and distribution.
If you own Fang's ordinary shares or Fang's ADSs on May 28, 2019, you are not required to vote or
take any other action in connection with the separation and
distribution, nor will you be required to pay any consideration for
these shares, except that an issuance fee of US$0.05 per every one of CIH's ADSs
will be charged by the depositary bank to holders of Fang's
ADSs receiving CIH's ADSs in connection with the
separation and distribution.
Although the distribution is currently intended to be generally
tax-free for U.S. federal income tax purposes and for PRC tax
purposes, there can be no assurance that such treatment is
correct. If you expect to receive Fang's ordinary shares or
Fang's ADSs in connection with the separation and distribution, you
should consult your own tax advisor as to the particular tax
consequences of the distribution to you, including the
applicability and effect of any U.S. federal, state, local and
non-U.S tax laws. Neither Fang nor CIH will indemnify you any of
the tax payables you will bear.
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. Holders of Fang's ordinary shares and Fang's ADSs should
read the prospectus in the registration statement and other
documents CIH has filed with the SEC for more complete information
about CIH and the separation and distribution. You may obtain these
documents for free by visiting EDGAR on the SEC web site at
www.sec.gov. Alternatively, Fang will arrange to send you the
prospectus if you request it by calling Fang's investor
relationship department at +86-10-5631-8805.
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.
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