Fang Holdings Limited
|
(Name of Issuer)
|
Class A Ordinary Shares, par value HK$1.00 per share
|
(Title of Class of Securities)
|
30711Y201**
|
(CUSIP Number)
|
Evenstar Capital Management Limited
|
Ugland House, P.O. Box 309
|
Grand Cayman, KY1 – 1104
|
Cayman Islands
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+852 2122 8060
|
(Name, Address and Telephone Number of Person Authorized to
|
Receive Notices and Communications)
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May 22, 2017
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. 30711Y201
|
13D
|
Page 2 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
Evenstar Capital Management Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ◻
(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
3,958,980 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
3,958,980(1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,958,980 (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ◻
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
(1) |
Represents the number of Class A ordinary shares, par value HK$1.00 per share (“Class A Ordinary Shares”), of Fang Holdings Limited (the “Issuer”) in the form of 395,898 American
depositary shares (“ADSs”) held by Evenstar Master Fund SPC. Each ADS represents ten Class A Ordinary Shares.
|
(2) |
This percentage is calculated based on 65,403,527 Class A Ordinary Shares of the Issuer outstanding as of March 31, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on June 5, 2020.
|
CUSIP No. 30711Y201
|
13D
|
Page 3 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
Stoneleigh Int’l Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ◻
(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
British Virgin Islands
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
4,074,390 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
4,074,390 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,074,390 (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ◻
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
Represents the number of Class A Ordinary Shares of the Issuer in the form of 407,439 ADSs held by Evenstar Master Fund SPC as collateral to secure the obligations of Stoneleigh under
the Amended and Restated Put Option Agreement, dated April 2, 2020, among Evenstar Master Fund SPC and Stoneleigh (the “Stoneleigh Put Option Agreement”), of which Stoneleigh has sole voting power and sole dispositive power prior to a default
by Stoneleigh under the Stoneleigh Put Option Agreement. Each ADS represents ten Class A Ordinary Shares.
|
(2) |
This percentage is calculated based on 65,403,527 Class A Ordinary Shares of the Issuer outstanding as of March 31, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on June 5, 2020.
|
CUSIP No. 30711Y201
|
13D
|
Page 4 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
Anuenue Asset Management Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ◻
(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
1,538,440 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
1,538,440 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,538,440 (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ◻
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
(1) |
Represents the number of Class A Ordinary Shares of the Issuer in the form of 153,844 ADSs held by Geminis Funds SPC. Each ADS represents ten Class A Ordinary Shares.
|
(2 |
This percentage is calculated based on 65,403,527 Class A Ordinary Shares of the Issuer outstanding as of March 31, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on June 5, 2020.
|
CUSIP No. 30711Y201
|
13D
|
Page 5 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
Ms. Koon H.A. Tse
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ◻
(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
Hong Kong
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
9,571,810 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
9,571,810 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,571,810 (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ◻
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1) |
Represents the number of Class A Ordinary Shares of the Issuer in the form of (i) 395,898 ADSs held by Evenstar Master Fund SPC; (ii) 407,439 ADSs held by Evenstar Master Fund SPC as
collateral to secure the obligations of Stoneleigh under the Stoneleigh Put Option Agreement, of which Stoneleigh has sole voting power and sole dispositive power prior to a default by Stoneleigh under the Stoneleigh Put Option Agreement; and
(iii) 153,844 ADSs held by Geminis Funds SPC. Each ADS represents ten Class A Ordinary Shares. Ms. Koon H.A. Tse expressly disclaims beneficial ownership of such securities and the filing of this Schedule 13D shall not be construed as an
admission that Ms. Koon H.A. Tse is, for the purposes of Section 13D or 13G of the Securities Exchange Act of 1943, as amended, the beneficial owner of any securities covered by this Schedule 13D.
|
(2) |
This percentage is calculated based on 65,403,527 Class A Ordinary Shares of the Issuer outstanding as of March 31, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on June 5, 2020.
|
CUSIP No. 30711Y201
|
13D
|
Page 6 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
James T.Y. Yang
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ◻
(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
United States of America
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
9,571,810 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
9,571,810 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,571,810 (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ◻
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1) |
Represents the number of Class A Ordinary Shares of the Issuer in the form of (i) 395,898 ADSs held by Evenstar Master Fund SPC; (ii) 407,439 ADSs held by Evenstar Master Fund SPC as
collateral to secure the obligations of Stoneleigh under the Stoneleigh Put Option Agreement, of which Stoneleigh has sole voting power and sole dispositive power prior to a default by Stoneleigh under the Stoneleigh Put Option Agreement; and
(iii) 153,844 ADSs held by Geminis Funds SPC. Each ADS represents ten Class A Ordinary Shares. Mr. James T.Y. Yang expressly disclaims beneficial ownership of such securities and the filing of this Schedule 13D shall not be construed as an
admission that Mr. James T.Y. Yang is, for the purposes of Section 13D or 13G of the Securities Exchange Act of 1943, as amended, the beneficial owner of any securities covered by this Schedule 13D.
|
(2) |
This percentage is calculated based on 65,403,527 Class A Ordinary Shares of the Issuer outstanding as of March 31, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on June 5, 2020.
|
CUSIP No. 30711Y201
|
13D
|
Page 7 of 9 Pages
|
CUSIP No. 30711Y201
|
13D
|
Page 8 of 9 Pages
|
CUSIP No. 30711Y201
|
13D
|
Page 9 of 9 Pages
|
Exhibit No. |
Description
|
99.1 |
Joint Filing Agreement, dated July 13, 2020, by and among the Reporting Persons.
|
99.2 |
Amended and Restated Put Option Agreement, dated April 2, 2020, by and among Evenstar Fund and Stoneleigh.
|
99.3 |
Amended and Restated Put Option Agreement, dated April 2, 2020, by and among Evenstar Fund and Geminis Investors.
|
Evenstar Capital Management Limited
|
||
By:
|
/s/ James T.Y. Yang
|
|
Name:
|
James T.Y. Yang
|
|
Title:
|
Director
|
|
Stoneleigh Int’l Limited
|
||
By:
|
/s/ James T.Y. Yang
|
|
Name:
|
James T.Y. Yang
|
|
Title:
|
Director
|
|
Anuenue Asset Management Limited
|
||
By:
|
/s/ James T.Y. Yang
|
|
Name:
|
James T.Y. Yang
|
|
Title:
|
Director
|
|
Koon H.A. Tse
|
||
/s/ Koon H.A. Tse
|
||
James T.Y. Yang
|
||
/s/ James T.Y. Yang
|
Name
|
Present Principal Occupation
|
Citizenship
|
||
Directors:
|
||||
James T.Y. Yang
|
Director
|
United States of America
|
||
Deyou Houng-Chih
|
Director
|
Taiwan
|
||
Executive Officers:
|
|
|
||
Not applicable
|
Name
|
Present Principal Occupation
|
Citizenship
|
||
Directors:
|
||||
James T.Y. Yang
|
Director
|
United States of America
|
||
Executive Officers:
|
|
|
||
Not applicable
|
Name
|
Present Principal Occupation
|
Citizenship
|
||
Directors:
|
||||
James T.Y. Yang
|
Director
|
United States of America
|
||
Ying Ying Liao
|
Director
|
Taiwan
|
||
Executive Officers:
|
|
|
||
Not applicable
|