EX-99.7 8 tm224893d1_ex99-7.htm EXHIBIT 99.7

 

Exhibit 99.7

 

SHARE TRANSFER AGREEMENT

 

This Share Transfer Agreement (this “Agreement”), dated as of January 26, 2022 is entered into by and among SAFARI GROUP HOLDINGS LIMITED (the “Transferor”), an exempted company incorporated with limited liability under the laws of the Cayman Islands and ACE SMART INVESTMENTS LIMITED (the “Transferee”), a company incorporated in Hong Kong whose registered office is at Flat/Rm 1901 19/F, Lee Garden One, 33 Hysan Avenue Causeway Bay, HK (together with the Transferor, the “Parties” and each a “Party”).

 

RECITALS

 

WHEREAS, the Transferor holds 2,461,538 class A ordinary shares (the “Shares”) of Fang Holdings Limited (the “Company”).

 

WHEREAS, the Transferor intends to sell to the Transferee, and the Transferee intends to purchase from the Transferor, the Shares on such terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

 

1.          DEFINITIONS AND INTERPRETATION

 

1.1 In this Agreement, unless the context otherwise requires:

 

Anti-Money Laundering Law” means laws, regulations, rules or guidelines relating to money laundering, including, without limitation, financial recordkeeping and reporting requirements, which apply to the business and dealings of the Transferee or its shareholders; such as, without limitation, the U.S. Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, the U.S. Money Laundering Control Act of 1986, as amended, the UK Proceeds of Crime Act 2002, the UK Terrorism Act 2000, as amended, and all money laundering-related laws of other jurisdictions where the Transferee or its shareholders conduct business or own assets;

 

Business Day” means a day (other than a Saturday, Sunday or any day which is a public holiday) on which banks are open for general banking purposes in New York and the Cayman Islands;

 

Completion” means the sale and purchase of the Shares in accordance with clause 4;

 

Encumbrance” means any interest or equity of any person (including any right to acquire, option or right of pre-emption), any mortgage, charge, pledge, lien, assignment, hypothecation, security interest (including any created by law), title retention or other security agreement or arrangement;

 

Group” means the Company and each of its subsidiaries, and “Group Company” means any member of the Group;

 

Records” means all books, records and documents (including financial, business or trading information, books, data, information or documents (including in electronic format)) used or maintained by any Group Company or the Transferee in relation to its business;

 

Representatives” means, in relation to a Party, its affiliates and their respective directors, officers, employees, agents, consultants and advisers;

 

Transaction” means the transactions contemplated by this Agreement;

 

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Transferor’s Bank Account” means the bank account at Wells Fargo Bank, N.A. with account name Safari Group Holdings Limited, account number 2020050866227, ABA Code and SWIFT ID of WFBIUS6S; and

 

Working Hours” means 9:30 am to 5:30 pm on a Business Day.

 

1.2 In this Agreement, unless the context otherwise requires:

 

(a)references to a “person” includes any individual, partnership, body corporate, corporation sole or aggregate, state or agency of a state, and any unincorporated association or organisation, in each case whether or not having separate legal personality;

 

(b)every reference to a particular law shall be construed also as a reference to all other laws made under the law referred to and to all such laws as amended, re-enacted, consolidated or replaced or as their application or interpretation is affected by other laws from time to time and whether before or after Completion provided that, as between the Parties, no such amendment or modification shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party;

 

(c)references to “US$” are references to the lawful currency from time to time of the United States of America; and

 

(d)references to times of the day are to Hong Kong time unless otherwise stated.

 

1.3The heading contained within in this Agreement are included for convenience only, and shall not affect the construction of this Agreement.

 

2.          SALE AND PURCHASE OF SHARES

 

2.1The Transferor hereby sells to the Transferee, and the Transferee purchases from the Transferor, the Shares, free from all Encumbrances in consideration of the Transfer Price set out in clause 3 with effect from Completion.

 

2.2The Shares shall be sold and purchased with all rights and obligations attached according to the constitutional documents of the Company as at Completion.

 

3.          TRANSFER PRICE

 

              It is agreed that the Shares shall be purchased and sold at an aggregate purchase price of USD 1,435,078 (the “Transfer Price”).

 

4.          CONDITION

 

4.1Completion shall be subject to the obtaining by the Transferee of a validation order from the Grand Court of Cayman Islands (the “Validation Order”), in the form substantively of the draft attached at Schedule 1, for the purpose of validating the Transaction (the “Condition”).

 

4.2The Transferee shall, at its own cost, procure that the Condition is satisfied as soon as practicable and in any event no later than 6.00 p.m. on the 45th day after the date of this Agreement, or such later time and date as may be agreed in writing by the Transferor and the Transferee, and shall not, and shall procure that none of its Representatives shall, take any action that could reasonably be expected to adversely affect the satisfaction of the Condition.

 

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4.3If at any time the Transferee becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the Condition being satisfied, it shall forthwith inform the Transferor.

 

4.4If the Condition is not satisfied by the date and time referred to in Clause 4.2, this Agreement shall cease to have effect immediately except for the provisions of Clauses 1, 6.5, 7 to 14 and any rights or liabilities that have accrued prior to that time.

 

4.5The Transferor may, to such extent as it thinks fit, waive the Condition, in whole or in part, by written notice to the Transferee.

 

5.          COMPLETION

 

5.1Completion shall take place on the first Business Day after the satisfaction (or waiver as the case may be) of the Condition, or any other date agreed in writing by the Transferor and the Transferee.

 

5.2At Completion:

 

(a)the Transferor shall deliver to the Transferee or procure the delivery to the Transferee of:

 

(i)an instrument of transfer of all of the Shares into the name of the Transferee, duly executed by the Transferor;

 

(ii)share certificates in respect of all of the Shares;

 

(iii)a copy of a board resolution of the Transferor approving the Transaction and the execution by the Transferor of this Agreement; and

 

(b)the Transferee shall:

 

(i)pay the Transfer Price to the Transferor’s Bank Account by way of electronic transfer in immediately available funds; and

 

(ii)deliver to the Transferor or procure the delivery to the Transferor of (A) a copy of an instruction letter to the Company’s fund service agent duly executed by the Company to effect the transfer of the Shares and registration, in the register of members, of the Transferee as the holder of the Shares and issuance of share certificates in the name of the Transferee; and (B) a copy of a board resolution of the Transferee approving the Transaction and the execution by the Transferee of this Agreement;

 

5.3Without prejudice to any other rights and remedies each Party may have, the Parties shall not be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously.

 

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5.4The costs and expenses of registering the sale and purchase of the Shares (if any) shall be borne by the Transferee.

 

6.          WARRANTIES AND undertakings

 

6.1Each Party warrants to the other Party as at the date of this Agreement and as at Completion that:

 

(a)it is validly incorporated, in existence and duly registered under the laws of its place of incorporation and has full power to conduct its business as conducted at the date of this Agreement;

 

(b)it has taken all necessary action and has all requisite power and authority to enter into and perform this Agreement in accordance with its terms;

 

(c)this Agreement constitutes (or shall constitute when executed) valid, legal and binding obligations on it in accordance with its terms;

 

(d)the performance of and compliance with the terms and provisions of this Agreement will not conflict with or result in a breach of, or constitute a default under, any agreement or instrument by which it is bound, or any law, order or judgment that applies to or binds the Transferee or any of its property;

 

(e)no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any competent governmental, administrative or supervisory authority is required to be obtained, or made, by it to authorise the execution or performance of this Agreement by it.

 

6.2The Transferor warrants to the Transferee as at the date of this Agreement and as at Completion that it is the sole legal and beneficial owner of the Shares and is entitled to transfer the full ownership of the Shares on the terms set out in this Agreement, and the Shares are fully paid up and free from all Encumbrances.

 

6.3The Transferee warrants to the Transferor as at the date of this Agreement and as at Completion that:

 

(a)it is wholly-owned by Vincent Tianquan Mo (“VM”);

 

(b)neither it nor VM (i) have violated any Anti-Money Laundering Law; or (ii) is the subject of current, pending, or threatened investigation, inquiry or enforcement proceedings for violations of Anti-Money Laundering Law, or received any notice, request or citation for any actual or potential non-compliance with Anti-Money Laundering Law; and

 

(c)the funds used by it to pay the Transfer Price are legally acquired by it, are not the assets of the Company, China Index Holdings Limited or any person other than it or VM, and shall not violate any applicable law (including any Anti-Money Laundering Law), or any judgment or order of any court or regulatory authority.

 

6.4The Transferee shall and shall procure that each Group Company shall:

 

(a)maintain all Records existing as of the date of Completion for a period of seven years starting on the date of Completion; and

 

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(b)subject to applicable laws and regulations, make available to the Transferor (at the Transferor’s cost) copies of any Records relating to the period up to and including the date of Completion as reasonably required by the Transferor or any of its Representatives to:

 

(i)comply with any applicable law;

 

(ii)prepare and submit filings, accounts or other reports to a governmental or regulatory authority;

 

(iii)perform its obligations pursuant to this Agreement; or

 

(iv)to defend any civil, criminal, arbitration, administrative or other proceeding.

 

6.5The Transferee shall indemnify and keep indemnified, the Transferor on demand, against any direct or indirect actions, proceedings, claims, losses, expenses (including legal expense) damages, liabilities and/or penalties suffered or incurred by the Transferor or any of its affiliates in relation to or arising from the Validation Order or the Transaction.

 

7.          CONFIDENTIALITY

 

7.1Subject to clause 7.3, each Party:

 

(a)shall treat as strictly confidential:

 

(i)the provisions of this Agreement and the process of its negotiation;

 

(ii)in the case of the Transferor, any information received or held by it or any of its Representatives which relates to the Transferee or, following Completion, any of the Group Companies; and

 

(iii)in the case of the Transferee, any information received or held by the Transferee or any of its Representatives which relates to the Transferor or, prior to Completion, any of the Group Companies,

 

(together “Confidential Information”); and

 

(b)shall not, except with the prior written consent of the other Party (which shall not be unreasonably withheld or delayed), make use of (save for the purposes of performing its obligations under this Agreement) or disclose to any person (other than its Representatives in accordance with clause 7.2) any Confidential Information.

 

7.2Each Party undertakes that it shall only disclose Confidential Information to Representatives where it is reasonably required for the purposes of performing its obligations under this Agreement and only where such recipients are informed of the confidential nature of the Confidential Information and the provisions of this clause 7 and instructed to comply with this clause 7 as if they were a party to it.

 

7.3Clause 7.1 shall not apply if and to the extent that the Party using or disclosing Confidential Information or making such announcement can demonstrate that:

 

(a)such disclosure or announcement is required by law or by any stock exchange or any supervisory, regulatory, governmental or anti-trust body (including, for the avoidance of doubt, any tax authority) having applicable jurisdiction; or

 

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(b)the Confidential Information concerned has come into the public domain other than through its fault (or that of its Representatives) or the fault of any person to whom such Confidential Information has been disclosed in accordance with this clause 7.3.

 

7.4The provisions of this clause 7 shall survive Completion.

 

8.          INVALIDITY

 

In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidating and striking out only that clause (or any part of any clause) only and, if possible, such clause shall be replaced with a lawful provision which, as closely as possible, gives effect to the intention of the Parties under this Agreement, and shall not invalidate, or affect the legality or enforceability of, any other clause in this Agreement.

 

9.          ENTIRE AGREEMENT

 

  This Agreement sets out the entire agreement between the Parties relating to the sale and purchase of the Shares and, save to the extent expressly set out in this Agreement, supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto. This clause shall not exclude any liability for or remedy in respect of fraudulent misrepresentation.

 

10.        AMENDMENT AND WAIVER

 

10.1No variation or amendment of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of all of the parties to this Agreement.

 

10.2A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law, whether by conduct or otherwise, shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law, whether by conduct or otherwise, shall preclude or restrict the further exercise of that or any other right or remedy. A waiver of any right or remedy under this Agreement shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

 

11.        Assignment

 

  No person shall assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it.

 

12.        NOTICES

 

12.1Notices served pursuant to any term of this Agreement must be served in writing in English, addressed as provided in clause 12.2 and served (a) by hand or by courier to the relevant address, in which case it shall be deemed to have been given upon delivery to that address provided that any notice delivered outside Working Hours shall be deemed given at the start of the next period of Working Hours; or (b) by email to the relevant email address, in which case it shall, subject to no automated notification of delivery failure being received by the sender, be deemed to have been given when despatched provided that any email despatched outside Working Hours shall be deemed given at the start of the next period of Working Hours.

 

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12.2Notices under this Agreement shall be sent for the attention of the person and to the addresses of each Party as set forth below:

 

              If to the Transferor:

              Address: Suite 2801, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong

              Attn: Wayne Bannon

              Email: wayne.bannon@carlyle.com

 

              If to the Transferee:

              Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, The People’s Republic of China

              Attn: Lu Zheng

              Email: zhenglu@upskyhotel.com

              Tel: +86 10 5631 9481

 

12.3Any party may change or supplement the addresses given above by giving the other Party written notice of the new address in the manner set forth above.

 

13.        COUNTERPARTS

 

  This Agreement may be executed in any number of counterparts by way of electronic transmission in the form of an e-mail attachment (in portable data format (PDF)), and if so, shall be considered an original. Each counterpart shall constitute an original of this Agreement but all the counterparts together shall constitute but one and the same instrument.

 

14.        GOVERNING LAW, DISPUTES AND ARBITRATION

 

14.1This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in all respects in accordance with the laws of Hong Kong.

 

14.2Any dispute arising from or in connection with this Agreement (including any question regarding the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement) shall be referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre (the “HKIAC”) for arbitration in Hong Kong. The arbitration shall be conducted in accordance with the HKIAC Administered Arbitration Rules (“Rules”) in force when the Notice of Arbitration is submitted in accordance with such Rules, which Rules are deemed to be incorporated by reference into this clause and as may be amended by the rest of this clause. The arbitration tribunal shall consist of three arbitrators to be appointed in accordance with the Rules. The seat of arbitration shall be Hong Kong. The language of the arbitration proceedings shall be English. Any award of the arbitration tribunal shall be made in writing and shall be final and binding upon the Parties from the day it is made, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. The governing law of this arbitration clause shall be Hong Kong law.

 

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IN WITNESS WHEREOF,

 

each of the Parties has executed this Share Transfer Agreement:

 

For and on behalf of

 

/s/Tianquan Mo    
   
ACE SMART INVESTMENTS LIMITED    
   
By: Vincent Tianquan Mo, Director      

 

Signature Page to Share Transfer Agreement

 

 

 

 

IN WITNESS WHEREOF,

 

each of the Parties has executed this Share Transfer Agreement:

 

For and on behalf of

 

/s/Wayne Bannon    
   
SAFARI GROUP HOLDINGS LIMITED    
   
By: Wayne Bannon      

 

Signature Page to Share Transfer Agreement