Evenstar Capital Management Limited
Ugland House, P.O. Box 309
Grand Cayman, KY1 – 1104
Cayman Islands
+852 2122 8060
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CUSIP No. 30711Y201
|
13D
|
Page 2 of 10 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 (i) 395,888
American depositary shares (“ADSs”) held by Evenstar Master Fund SPC; (ii) 50 Class A Ordinary Shares held by Evenstar Master Fund SPC; and (iii) 50 Class A Ordinary Shares held by Evenstar Special Situations Limited (a wholly owned
subsidiary of 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 June 30, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on August 17, 2020.
|
CUSIP No. 30711Y201
|
13D
|
Page 3 of 10 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 June 30, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on August 17, 2020.
|
CUSIP No. 30711Y201
|
13D
|
Page 4 of 10 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
1,538,430 (1)
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
1,538,430 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,538,430 (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 153,843 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 June 30, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on August 17, 2020.
|
CUSIP No. 30711Y201
|
13D
|
Page 5 of 10 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
9,571,800 (1)
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
9,571,800 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,571,800 (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) 395,888 American depositary shares (“ADSs”) held by Evenstar Master Fund SPC; (ii) 50 Class A
Ordinary Shares held by Evenstar Master Fund SPC; (iii) 50 Class A Ordinary Shares held by Evenstar Special Situations Limited (a wholly owned subsidiary of Evenstar Master Fund SPC); (iv) 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
(v) 153,843 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 June 30, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on August 17, 2020.
|
CUSIP No. 30711Y201
|
13D
|
Page 6 of 10 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
9,571,800 (1)
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
9,571,800 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,571,800 (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) 395,888 American depositary shares (“ADSs”) held by Evenstar Master Fund SPC; (ii) 50 Class A
Ordinary Shares held by Evenstar Master Fund SPC; (iii) 50 Class A Ordinary Shares held by Evenstar Special Situations Limited (a wholly owned subsidiary of Evenstar Master Fund SPC); (iv) 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
(v) 153,843 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 June 30, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on August 17, 2020.
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CUSIP No. 30711Y201
|
13D
|
Page 7 of 10 Pages
|
1
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NAMES OF REPORTING PERSONS
Geminis Investors 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
5,803,190 (1)
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
5,803,190 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,803,190 (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)
8.9% (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 580,319 ADSs held by Evenstar Master Fund SPC as collateral to secure the obligations of Geminis
Investors under the Geminis Investors Put Option Agreement, of which Geminis Investors has sole voting power and sole dispositive power prior to a default by Geminis Investors under the Geminis Investors 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 June 30, 2020, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on August 17, 2020.
|
CUSIP No. 30711Y201
|
13D
|
Page 8 of 10 Pages
|
CUSIP No. 30711Y201
|
13D
|
Page 9 of 10 Pages
|
CUSIP No. 30711Y201
|
13D
|
Page 10 of 10 Pages
|
Exhibit No.
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Description
|
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99.1
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Joint Filing Agreement dated November 17, 2020 by and among the Reporting Persons.
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Dated: |
November 17, 2020
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Evenstar Capital Management Limited
|
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By:
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/s/ James T.Y. Yang
|
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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
|
|||
Geminis Investors Limited
|
|||
By:
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/s/ Chih-Wei Kuo
|
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Name:
|
Chih-Wei Kuo
|
||
Title:
|
Director
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Name
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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
|
Name
|
Present Principal Occupation
|
Citizenship
|
||
Directors:
|
||||
Chih-Wei Kuo
|
Director
|
Taiwan
|
||
Executive Officers:
|
|
|
||
Not applicable
|
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
|
|||
Geminis Investors Limited
|
|||
By:
|
/s/ Chih-Wei Kuo
|
||
Name:
|
Chih-Wei Kuo
|
||
Title:
|
Director
|