Fang Holdings Limited (SFUNY) SC 13D/AChina Index / Fang ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

China Index Holdings Limited

(Name of Issuer)

Class A ordinary shares, par value US$0.001 per share

Class B ordinary shares, par value US$0.001 per share

(Title of Class of Securities)

16954W101**

(CUSIP Number)

Fang Holdings Limited

c/o Tower A, No. 20 Guogongzhuang Middle Street

Fengtai District, Beijing 100070

The People’s Republic of China

+86-10-5631 8010

Tianquan Mo

c/o Tower A, No. 20 Guogongzhuang Middle Street

Fengtai District, Beijing 100070

The People’s Republic of China

+86-10-5631 8661

Jiangong Dai

c/o Tower A, No. 20 Guogongzhuang Middle Street

Fengtai District, Beijing 100070

The People’s Republic of China

+86-10-5631 8268

Shan Li

Digital Link Investments Limited

Unit 219, 2/F Building 16W, Phase Three

Hong Kong Science Park, Pak Shek Kok

New Territories, Hong Kong SAR

+1 284 852 3810

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 12, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent.

The information required on 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).

Introductory Note

This Amendment No. 6 to Schedule 13D (as so amended, this “Schedule 13D”) is being filed to amend the Schedule 13D as originally filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2019, as amended by Amendment No. 1 on January 7, 2020, Amendment No. 2 on June 25, 2020, Amendment No. 3 on July 20, 2021, Amendment No. 4 on June 1, 2022, and Amendment No. 5 on August 24, 2022 (the “Original Schedule 13D”), and relates to Class A ordinary shares, par value $0.001 per share (the “Class A Ordinary Shares”) and Class B ordinary shares, par value $0.001 per share (the “Class B Ordinary Shares”, together with the Class A Ordinary Shares, the “Shares”) of China Index Holdings Limited, an exempted company with limited liability registered under the laws of the Cayman Islands (the “Issuer”).

This Schedule 13D shall be deemed to amend and incorporate herein the Schedule 13D filed by Jiangong Dai and True Knight Limited (collectively, the “Dai Reporting Persons”) with the SEC on May 16, 2022 (the “Dai Schedule 13D”). The Dai Reporting Persons in Dai Schedule 13D and all information relating to such Reporting Persons disclosed in Dai Schedule 13D, and all other information reported therein is hereby incorporated into this Schedule 13D.

Except as amended and supplemented herein, the information set forth in the Original Schedule 13D and Dai Schedule 13D remains unchanged. Capitalized terms used but not defined in this Schedule 13D have the respective meanings set forth in the Original Schedule 13D. The address of the principal executive offices of the Issuer is Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China. The Issuer’s American depositary shares (the “ADSs”), evidenced by American Depositary Receipts, each representing one Class A Ordinary Share, are listed on the NASDAQ Global Select Market under the symbol “CIH.”

This Amendment No. 6 amends and supplements the Original Schedule 13D to disclose that the Consortium (as defined in Item 4 below) has been formed and submitted to the special committee of the board of directors of the Issuer an updated preliminary non-binding proposal to acquire all outstanding Class A and Class B Ordinary Shares, including the ADSs, that are not currently owned by the Consortium Members (as defined in Item 4 below) in a going-private transaction.

Certain information contained in this Schedule 13D relates to share ownership of persons other than the Reporting Persons. The Reporting Persons expressly disclaims any liability for any such information and for any other information provided in this Schedule 13D that does not expressly pertain to a Reporting Person.

Item 2. Identity and Background

Item 2 is hereby amended and restated in its entirety to read as follows:

This Schedule 13D is being filed jointly by and on behalf of each of the following persons (collectively, the “Reporting Persons” and each a “Reporting Person”) pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act:

The Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this Schedule 13D. Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Shares and the ADSs held by each other Reporting Person.

The agreement among the Reporting Persons relating to the joint filing is attached hereto as Exhibit 99.4. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

The name, business address, present principal occupation or employment and citizenship of each of the directors and executive officers of the Reporting Persons as of the date hereof, if any, is set forth on Schedule A.

None of the Reporting Persons and, to the best of their knowledge, any of the persons listed on Schedule A hereto, has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented by adding the following at the end thereof:

This Schedule 13D is being filed by the Reporting Persons because, under the facts and circumstances described in Items 2, 4 and 5, the Reporting Persons may be deemed to be a group within the meaning of Section 13(d)(3) of the Act. This filing is not being made as a result of any particular acquisitions or dispositions of the Shares or ADSs by the Reporting Persons.

On October 13, 2022, the Consortium submitted an updated preliminary non-binding proposal (the “Updated Proposal Letter”) to the special committee of the board of directors of the Issuer relating to a potential acquisition of all of the outstanding Class A and Class B Ordinary Shares and ADSs not currently owned by the Consortium in a going-private transaction at a purchase price of US$0.84 per share or per ADS (the “Proposed Transaction”). The Reporting Persons anticipate that the consideration payable in connection with the Proposed Transaction will be funded by equity capital in form of cash contribution by Fang and Mr. Mo (or his affiliates) and rollover equity in the Issuer by the Consortium members. The Proposed Transaction is not expected to be subject to a financing condition.

The description of the Updated Proposal Letter contained herein is qualified in its entirety by reference to Exhibit 99.3 attached hereto, which Exhibit is incorporated herein by reference.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented by adding the following at the end thereof:

The Reporting Persons’ response to Item 3 is incorporated by reference into this Item 4.

On October 12, 2022, Fang, Mr. Mo, ACE Smart, Karistone, Open Land, Media Partner, Next Decade, True Knight, Digital Link, and General Atlantic Singapore Fund Pte. Ltd. (together with its affiliated investment entities, “General Atlantic”) (collectively, the “Consortium”, and each, a “Consortium Member”) entered into a consortium agreement (the “Consortium Agreement”), pursuant to which each member of the Consortium has agreed, among other things, that (i) Fang, as the lead investor, shall act in good faith to engage in discussions with the special committee of the Issuer regarding the Proposed Transaction, negotiate and finalize the definitive documentation in connection with the Proposed Transaction; (ii) cooperation in engaging advisors; (iii) cooperation in entry into definitive documentation with respect to the Proposed Transaction; (iv) for a period ending on the earlier of (A) the date which is twelve (12) months after the date of the Consortium Agreement, which may be extended as jointly agreed by all Consortium Members in writing and (B) the termination of the Consortium Agreement pursuant to its terms thereof, each Consortium Member shall work exclusively with each other to implement the Proposed Transaction, including to evaluate the Company and its business, prepare, negotiate and finalize the definitive documentation, vote, or cause to be voted, at every shareholder meeting all of its equity securities held or otherwise beneficially owned by it or its affiliates in the Issuer (x) against any alternative transaction or matter that would facilitate an alternative transaction and (y) in favor of the Proposed Transaction, and not to acquire or dispose of the Shares and ADSs of the Issuer, subject to certain exceptions; and (v) subject to certain conditions including entry into definitive documentation with respect to the Proposed Transaction, each applicable Consortium Member shall contribute (or cause their affiliates to contribute) respective applicable cash or Shares or ADSs to a new company to be formed by the Consortium in exchange for its newly issued equity interests.

On October 13, 2022, the Consortium submitted the Updated Proposal Letter to the special committee of the board of directors of the Issuer relating to the Proposed Transaction. Consummation of the transactions contemplated by the Updated Proposal Letter is subject to a number of conditions, including, among other things, the negotiation and execution of definitive agreements and other related agreements mutually acceptable in form and substance to the Issuer and the Consortium. The Updated Proposal Letter indicates that it is the Consortium’s preliminary indication of interest and does not constitute any binding commitment with respect to the Proposed Transaction or any other transaction. No agreement, arrangement or understanding between the Issuer and the Consortium relating to any proposed transaction will be created until such time as definitive documentation has been executed and delivered by the Issuer and the Consortium and all other appropriate parties. The other key terms of the Proposed Transaction remain the same as those set forth in the Proposal Letter included as Exhibit 99.1 of the Original Schedule 13D filed on August 24, 2022.

The Proposed Transaction is subject to a number of conditions, including, among other things, the negotiation and execution of definitive documents and other related agreements mutually acceptable in form and substance to the Company and the Consortium. Neither the Company nor any member of the Consortium is obligated to complete the Proposed Transaction, and a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive documents, and then will be on the terms provided in such documentation.

If the Proposed Transaction is consummated, the ADSs would be delisted from the NASDAQ Global Select Market and the Issuer’s obligation to file periodic reports under the Act would terminate. In addition, the Proposed Transaction could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving company in the merger) to consist of persons to be designated by the Consortium, and a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would become a privately held company.

References to the Consortium Agreement and the Updated Proposal Letter in this Schedule 13D are qualified in their entirety by reference to the Consortium Agreement and the Updated Proposal Letter, which are attached hereto as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference in their entirety.

Except as disclosed in this Schedule 13D, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons and their representatives may from time to time engage in discussions with members of management, and the special committee of the board of directors of the Issuer, other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals and other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the Issuer's business, management, capital structure and allocation, corporate governance, Board composition and strategic alternatives and direction, as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5(a)-(b) of the Original Schedule 13D is hereby amended and restated in its entirety with respect to each Reporting Person to read as follows:

The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

Because of the arrangements in the Consortium Agreement, the Reporting Persons and the other Consortium Members (including General Atlantic) that beneficially own Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) and/or Class B Ordinary Shares may be deemed to have formed a “group” for purposes of Section 13(d)(3) of the Act.

Collectively, the Consortium may be deemed to beneficially own (i) an aggregate of 43,830,521 Class A Ordinary Shares, including Class A Ordinary Shares represented by ADSs, representing 62.7% of outstanding Class A Ordinary Shares, and (ii) an aggregate of 25,391,206 Class B Ordinary Shares, representing 100% of outstanding Class B Ordinary Shares. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. The Consortium may be deemed to beneficially own approximately 72.7% of the total number of outstanding Class A Ordinary Shares (including the number of Class B Ordinary Shares convertible into Class A Ordinary Shares). Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share. The Consortium may be deemed to beneficially own the Shares representing approximately 91.4% of the total voting power of the Company. The Shares issuable upon the exercise of options or vesting of restricted shares of the Company within 60 days following October 13, 2022 are included for purposes of calculation in this paragraph.

Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership of the Class A Ordinary Shares and Class B Ordinary Shares beneficially owned by any other Reporting Persons or other parties to the Consortium Agreement. The Reporting Persons are only responsible for the information contained in this Schedule 13D and assume no responsibility for information contained in any other Schedules 13D filed by any other reporting person(s) or other parties to the Consortium Agreement.

(c)       Except as set forth in Items 4 and 5, no transactions in any of the shares or ADSs of the Issuer have been effected by the Reporting Persons during the past sixty days.

(d)       Except as set forth in this Item 5(a)-(b), to the knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to ‎direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Ordinary Shares and Class B Ordinary Shares beneficially owned by ‎the Reporting Persons.

‎

(e)       Ateefa and Deanhale shall cease to be deemed as the beneficial owner of the Shares on the date of the Consortium Agreement given the fact that they do not directly own the Shares and they are not parties to the Consortium Agreement.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

Item 6 is hereby amended and supplemented by adding the following at the end thereof:

On October 12, 2022, the Consortium Members entered into the Consortium Agreement described in Items 3 and 4 of this Schedule 13D, and which is attached hereto as Exhibit 99.2.

On October 13, 2022, the Consortium Members delivered to the Issuer the Updated Proposal Letter described in Items 3 and 4 of this Schedule 13D, and which is attached hereto as Exhibit 99.3.

The Reporting Persons entered into a Joint Filing Agreement on October 13, 2022 (the “Joint Filing Agreement”), pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.4.

Except as described above or elsewhere in this Schedule 13D or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits.

Item 7 is hereby amended and supplemented by adding the following exhibits:

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: October 13, 2022

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: October 13, 2022

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: October 13, 2022

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: October 13, 2022

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: October 13, 2022

Schedule A