| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d)
and Amendments Thereto Filed Pursuant to § 240.13d-2.
Under the Securities Exchange Act of
1934
(Amendment No. 3)*
Fang Holdings Limited
(Name of Issuer)
American Depositary Shares, evidenced by American Depositary Receipts, five American Depositary Receipts representing one Class A Ordinary Share, par value HK$1.00 per share
(Title of Class of Securities)
30711Y102**
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
* 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 the disclosures provided in a prior cover page.
** This CUSIP number applies to the American Depositary Shares, evidenced by American Depositary Receipts, five American Depositary Receipts representing one Class A Ordinary Share. No CUSIP number has been assigned to the Class A Ordinary Shares.
The information required in 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).
Schedule 13G
| CUSIP No. 30711Y102 | |||||
| 1 | Names of Reporting Persons Fosun International Limited | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | x | ||||
| (b) | o | ||||
| 3 | SEC Use Only | ||||
| 4 | Citizenship or Place of Organization Hong Kong | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power 0 | |||
| 6 | Shared Voting Power 4,572,913 (1) | ||||
| 7 | Sole Dispositive Power 0 | ||||
| 8 | Shared Dispositive Power 4,572,913 (1) | ||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,572,913 (1) | ||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||||
| 11 | Percent of Class Represented by Amount in Row 9 7.1% (2) | ||||
| 12 | Type of Reporting Person (See Instructions) CO | ||||
(1) Number of shares is number of Class A ordinary shares, par value HK$1.00 (“Class A Ordinary Shares”), of Fang Holdings Limited (the “Issuer”). Fosun International Limited beneficially owns 22,864,563 American Depositary Shares (“ADSs”). Five ADSs represent one Class A Ordinary Share.
(2) This percentage is calculated based on 64,248,253 Class A Ordinary Shares of the Issuer reported as issued and outstanding as of September 30, 2017 in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 17, 2017, excluding the 24,336,650 Class B ordinary shares, par value HK$1.00 per share (“Class B Ordinary Shares”), of the Issuer reported as issued and outstanding as of September 30, 2017 in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 17, 2017.
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Schedule 13G
| CUSIP No. 30711Y102 | |||||
| 1 | Names of Reporting Persons Fidelidade—Companhia de Seguros, S.A. | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | x | ||||
| (b) | o | ||||
| 3 | SEC Use Only | ||||
| 4 | Citizenship or Place of Organization Portugal | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power 0 | |||
| 6 | Shared Voting Power 3,977,931 (1) | ||||
| 7 | Sole Dispositive Power 0 | ||||
| 8 | Shared Dispositive Power 3,977,931 (1) | ||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,977,931 (1) | ||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||||
| 11 | Percent of Class Represented by Amount in Row 9 6.2% (2) | ||||
| 12 | Type of Reporting Person (See Instructions) CO | ||||
(1) Number of shares is number of Class A Ordinary Shares of the Issuer. Fidelidade—Companhia de Seguros, S.A. beneficially owns 19,889,654 ADSs. Five ADSs represent one Class A Ordinary Share.
(2) This percentage is calculated based on 64,248,253 Class A Ordinary Shares of the Issuer reported as issued and outstanding as of September 30, 2017 in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 17, 2017, excluding the 24,336,650 Class B Ordinary Shares of the Issuer reported as issued and outstanding as of September 30, 2017 in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 17, 2017.
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Schedule 13G
| CUSIP No. 30711Y102 | |||||
| 1 | Names of Reporting Persons Star Insurance Company | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | x | ||||
| (b) | o | ||||
| 3 | SEC Use Only | ||||
| 4 | Citizenship or Place of Organization U.S. | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power 0 | |||
| 6 | Shared Voting Power 270,098 (1) | ||||
| 7 | Sole Dispositive Power 0 | ||||
| 8 | Shared Dispositive Power 270,098 (1) | ||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 270,098 (1) | ||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||||
| 11 | Percent of Class Represented by Amount in Row 9 0.4% (2) | ||||
| 12 | Type of Reporting Person (See Instructions) IC | ||||
(1) Number of shares is number of Class A Ordinary Shares of the Issuer. Star Insurance Company beneficially owns 1,350,491 ADSs. Five ADSs represent one Class A Ordinary Share.
(2) This percentage is calculated based on 64,248,253 Class A Ordinary Shares of the Issuer reported as issued and outstanding as of September 30, 2017 in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 17, 2017, excluding the 24,336,650 Class B Ordinary Shares of the Issuer reported as issued and outstanding as of September 30, 2017 in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 17, 2017.
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| Item 1. | |||
| (a) | Name of Issuer: Fang Holdings Limited | ||
| (b) |
Address of Issuer’s Principal Executive Offices: Block A, No. 20 Guogongzhuang Middle Street Fengtai District, Beijing 100070 The People’s Republic of China | ||
| Item 2. | |||
| (a) |
Name of Person Filing:
Each of Fidelidade and Star Insurance is a subsidiary of Fosun International. | ||
| (b) | Address
of Principal Business Office or, if none, Residence: The address of the principal business office for Fosun International is Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. The address of the principal business office for Star Insurance is 26255 American Drive, Southfield, MI 48034, United States. The address of the principal business office for Fidelidade is Largo do Calhariz, 30, Lisbon, Portugal. | ||
| (c) | Citizenship: See Item 2(a). | ||
| (d) | Title of Class of Securities: Class A Ordinary Shares, par value HK$1.00 (the “Class A Ordinary Shares”) of Issuer | ||
| (e) | CUSIP Number: 30711Y102 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or §§240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | o | Broker or dealer registered under section 15 of the Act. | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act. | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act. | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940. | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act. | |
| (j) | o | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J). | |
| (k) | o |
Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________
| |
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| Item 4. | Ownership. |
|
(a) See Item 9 of the cover pages to this Schedule 13G for the aggregate number of Class A Ordinary Shares that are beneficially owned by each Reporting Person as of December 31, 2017.
(b) See Item 11 of the cover pages to this Schedule 13G for the percentage of Class A Ordinary Shares that are beneficially owned by each Reporting Person as of December 31, 2017.
(c) See Items 5 through 8 of the cover pages to this Schedule 13G for the number of Class A Ordinary Shares that are beneficially owned by each Reporting Person as of December 31, 2017 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition. | |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| See Item 2. | |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable. | |
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| Item 10. | Certifications. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |
SIGNATURE
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 12, 2018 | ||
| FOSUN INTERNATIONAL LIMITED | ||
| By: | /s/ SZE Mei Ming | |
| SZE Mei Ming | ||
| Company Secretary | ||
| STAR INSURANCE COMPANY | ||
| By: | /s/ Patrick S. Stewart | |
| Patrick S. Stewart | ||
| Treasurer | ||
| FIDELIDADE—COMPANHIA DE SEGUROS, S.A. | ||
| By: | /s/ William Mak | |
| William Mak | ||
| Chief Financial Officer | ||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement, dated February 12, 2018, by and between Fosun International Limited, Star Insurance Company and Fidelidade—Companhia de Seguros, S.A. |
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