Fang Holdings Ltd Files 20-F for FY 2022

TL;DR

Fang Holdings (SFUNY) dropped its 2022 20-F. Check financials for Beijing-based tech services firm.

AI Summary

Fang Holdings Ltd (formerly SouFun Holdings Ltd) filed its 20-F for the fiscal year ending December 31, 2022. The filing, submitted on October 31, 2024, provides financial and operational details for the company, which is incorporated in E9 and headquartered in Beijing. The company's primary business is in computer processing and data preparation services.

Why It Matters

This filing provides investors and analysts with a comprehensive overview of Fang Holdings Ltd's financial performance and business operations for the 2022 fiscal year, crucial for understanding its current standing and future prospects.

Risk Assessment

Risk Level: medium — As a foreign private issuer filing a 20-F, the company operates under different regulatory frameworks and may present unique risks to investors compared to domestic US companies.

Key Numbers

• 24336650 — Total Assets (estimated) (Indicates the scale of the company's asset base as of the fiscal year end.)
• 65715529 — Lease Right of Use Asset (estimated) (Represents the value of assets held under lease agreements.)

Key Players & Entities

• Fang Holdings Ltd (company) — Filer of the 20-F
• SouFun Holdings Ltd (company) — Former name of Fang Holdings Ltd
• 0001294404 (company) — Central Index Key for Fang Holdings Ltd
• Beijing (location) — Headquarters city
• 20221231 (date) — Fiscal year end
• 20241031 (date) — Filing date

FAQ

Key Financial Figures

• $1.00 — n Class A ordinary share, par value HK$1.00 each share (Title of Class) Securi

Filing Documents

• sfuny-20221231x20f.htm (20-F) — 4894KB
• sfuny-20221231xex8d1.htm (EX-8.1) — 53KB
• sfuny-20221231xex12d1.htm (EX-12.1) — 14KB
• sfuny-20221231xex12d2.htm (EX-12.2) — 14KB
• sfuny-20221231xex13d1.htm (EX-13.1) — 6KB
• sfuny-20221231xex13d2.htm (EX-13.2) — 5KB
• sfuny-20221231xex15d1.htm (EX-15.1) — 8KB
• sfuny-20221231xex15d2.htm (EX-15.2) — 3KB
• sfuny-20221231x20f003.jpg (GRAPHIC) — 70KB
• sfuny-20221231xex15d1001.jpg (GRAPHIC) — 14KB
• sfuny-20221231xex15d2001.jpg (GRAPHIC) — 5KB
• 0001410578-24-001737.txt ( ) — 18994KB
• sfuny-20221231.xsd (EX-101.SCH) — 124KB
• sfuny-20221231_cal.xml (EX-101.CAL) — 104KB
• sfuny-20221231_def.xml (EX-101.DEF) — 478KB
• sfuny-20221231_lab.xml (EX-101.LAB) — 883KB
• sfuny-20221231_pre.xml (EX-101.PRE) — 738KB
• sfuny-20221231x20f_htm.xml (XML) — 3823KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents TABLE OF CONTENTS Page INTRODUCTION 1

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 2 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 59 ITEM 4A. UNRESOLVED STAFF COMMENTS 88 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 88 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 102 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 119 ITEM 8. FINANCIAL INFORMATION 126 ITEM 9. THE OFFER AND LISTING 127 ITEM 10. ADDITIONAL INFORMATION 128 ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 137 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 139 PART II 141 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 141 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 141 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 141 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 142 ITEM 16B. CODE OF ETHICS 142 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 142 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 142 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 142 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 143 ITEM 16G. CORPORATE GOVERNANCE 143 ITEM 16H. MINE SAFETY DISCLOSURE 144 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 144 ITEM 16J. INSIDER TRADING POLICIES 144 ITEM 16K. CYBERSECURITY 144 PART III 146 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 146 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 146 ITEM 19. EXHIBITS 146 i Table of Contents INTRODUCTION Except where the context otherwise requires and for purposes of this annual report on Form 20-F only: "we," "us," "our company," "our," "SouFun" or "Fang" refers to Fang Holdings Limited (formerly known as SouFun.com Limited and SouFun Holdings Limited), its subsidiaries, and, in the context of describing our operations and consolidated financial information, our consolidated controlled entities in China; "ADSs" refers to our American depositary shares, with each ADS representing ten Class A ordinary share, and "ADRs" refers to American depositary receipts, which, if issued, evidence our ADSs; "CIH" refers to China Index Holdings Limited a company listed on the NASDAQ Stock Market under the ticker symbol CIH,'' which was separated from our company, via a stock distribution on June 11, 2019, and its subsidiaries and variable interest entity, Beijing Zhong Zhi Hong Yuan Data Information Technology Co., Ltd.; "CSRC" refers to the China Securities Regulatory Commission; "China" or "PRC" or "Chinese" refers to the People's Republic of China, excluding, for the purpose of this annual report only, the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan; "Exchange Act" refers to the Securities Exchange Act of 1934, as amended; "Hong Kong dollars" or "HK

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This annual report contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "is expected to," "anticipate," "aim," "estimate," "intend," "plan," "believe," "are likely to" or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to: our anticipated business activities and the expected impact of these actions on our results of operations and financial condition; expected changes in our revenues and certain cost or expense items; our ability to attract clients and further enhance our brand recognition; trends and competition in the real estate, home furnishings and improvement sites and online advertising industries; PRC laws, regulations and policies relating to the real estate, home furnishings and improvement sites and advertising and financing industries and the use of the Internet to conduct these activities; the length and severity of the COVID-19 outbreak and its impact on our business and industry; and the non-binding proposal letter from Mr. Richard Jiangong Dai and the potential transaction contemplated by such letter. You should read this annual report and the

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION Our Holding Company Structure and Contractual Arrangements with the Variable Interest Entities Fang Holdings Limited is not a Chinese operating company but a Cayman Islands holding company with no equity ownership in the variable interest entities. We conduct our operations primarily through our wholly-owned PRC subsidiaries and the variable interest entities (including the variable interest entities and their subsidiaries) in China. PRC laws and regulations restrict and impose conditions on foreign investment in the internet industry and there is uncertainty over administrative practice in advertising industries. Accordingly, we operate all our business through the variable interest entities, and rely on contractual arrangements among our PRC subsidiaries, the variable interest entities and their shareholders to conduct the business operations of the variable interest entities. Revenues contributed by the variable interest entities accounted for 68.3%, 66.5% and 66.1% of our total revenues for the years of 2020, 2021 and 2022, respectively. As used in this annual report, "we," "us," "our company" and "our" refers to Fang Holdings Limited and its subsidiaries. Holders of Fang's ADSs hold equity interest in Fang Holdings Limited, our Cayman Islands holding company; by investing in Fang's ADSs, they do not, and may never, have direct or indirect interest in the variable interest entities in China. The variable interest entities are PRC companies conducting operations in China, and their financial results have been consolidated into our consolidated financial statements under U.S. GAAP for accounting purposes. Fang is a holding company with no operations of its own. We do not have any equity ownership in the variable interest entities. A series of contractual agreements, which consist of exclusive technical consultancy and service agreements, equity pledge agreements, operating agreements, shareholders' proxy agreements, loan agreements and

View Full Filing

View this 20-F filing on SEC EDGAR