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Home > Insider Trading > Latest 13D and 13G Filings > 13D Filing (0000950142-20-002640)

Filing Details

Accession Number:
0000950142-20-002640
Form Type:
13D Filing
Publication Date:
2020-11-30 17:21:37
Filed By:
General Atlantic Llc
Company:
Fang Holdings Limited (NYSE:SFUN)
Filing Date:
2020-11-30
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
General Atlantic Singapore Fund Pte. Ltd 11,106,440 11,106,440 11,106,440 16.9%
General Atlantic Singapore Interholdco Ltd 11,106,440 11,106,440 11,106,440 16.9%
General Atlantic Partners (Bermuda) III 11,106,440 11,106,440 11,106,440 16.9%
General Atlantic Partners (Bermuda) IV 11,106,440 11,106,440 11,106,440 16.9%
General Atlantic GenPar (Bermuda) 11,106,440 11,106,440 11,106,440 16.9%
GAP (Bermuda) Limited 11,106,440 11,106,440 11,106,440 16.9%
General Atlantic 11,106,440 11,106,440 11,106,440 16.9%
GAP Coinvestments III 11,106,440 11,106,440 11,106,440 16.9%
GAP Coinvestments IV 11,106,440 11,106,440 11,106,440 16.9%
GAP Coinvestments V 11,106,440 11,106,440 11,106,440 16.9%
GAP Coinvestments CDA 11,106,440 11,106,440 11,106,440 16.9%
Filing
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 
 
 
SCHEDULE 13D 
Under the Securities Exchange Act of 1934
 
(Amendment No. 8)

 
Fang Holdings Limited
(Name of Issuer)
 
Class A Ordinary Shares, par value HK$1.00 per share
(Title of Class of Securities)
 
836034108**
(CUSIP Number)
 
Michael Gosk
c/o General Atlantic Service Company, L.P.
55 East 52nd Street, 33rd Floor
New York, New York 10055
(212) 715-4000 
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
 
 
November 30, 2020
(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 [  ].
 
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 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 disclosures provided in a prior cover page.
 
**  This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing ten Class A Ordinary Shares.  No CUSIP has been assigned to the Class A Ordinary Shares.
 
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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 2 of 18


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Singapore Fund Pte. Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Singapore
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,440
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,440
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,440
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%
 
14
TYPE OF REPORTING PERSON
 
CO
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 3 of 18
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Singapore Interholdco Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,440
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,440
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,440
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%
 
14
TYPE OF REPORTING PERSON
 
CO
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 4 of 18
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Partners (Bermuda) III, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,440
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,440
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,440
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 5 of 18
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Partners (Bermuda) IV, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,440
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,440
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,440
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 6 of 18
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic GenPar (Bermuda), L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,440
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,440
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,440
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 7 of 18
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP (Bermuda) Limited
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,440
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,440
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,440
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%
 
14
TYPE OF REPORTING PERSON
 
CO
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 8 of 18
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,440
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,440
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,440
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%
 
14
TYPE OF REPORTING PERSON
 
OO
 

CUSIP No. 836034108
 
SCHEDULE 13D
Page 9 of 18
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments III, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,440
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,440
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,440
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 10 of 18
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments IV, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,440
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,440
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,440
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%
 
14
TYPE OF REPORTING PERSON
 
OO
 

CUSIP No. 836034108
 
SCHEDULE 13D
Page 11 of 18
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments V, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,440
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,440
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,440
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 12 of 18
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments CDA, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,440
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,440
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,440
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 13 of 18
 
Item 1.    Security and Issuer.

This Amendment No. 8 to Schedule 13D (as so amended, the “Statement”) is being filed to amend the Statement as originally filed with the Securities and Exchange Commission on July 18, 2016, as amended by Amendment No. 1 on July 21, 2016, by Amendment No. 2 on August 18, 2016, by Amendment No. 3 on November 14, 2016, by Amendment No. 4 on August 15, 2019, by Amendment No. 5 on September 6, 2019, by Amendment No. 6 on November 19, 2019, and by Amendment No. 7 on December 10, 2019, and relates to the Class A ordinary shares, par value HK$1.00 per share (the “Class A Ordinary Shares”) of Fang Holdings Limited (formerly known as, Soufun Holdings Limited), (the “Company”), whose principal executive offices are located at Tower A, No. 20 Guogongzhuang Middle Street; Fengtai District, Beijing 100070, The People’s Republic of China.

The Company’s American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts, each representing ten Class A Ordinary Shares, are listed on the New York Stock Exchange under the symbol “SFUN.” The Reporting Persons (as defined below) directly own only ADSs and do not directly own any Class A Ordinary Shares.

Item 2.    Identity and Background.

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

(a)-(c), (f) This Statement is being filed by a “group,” as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Exchange Act. The members of the group are:

 
(i)
General Atlantic Singapore Fund Pte. Ltd., a Singapore company (“GASF”);
 
(ii)
General Atlantic Singapore Interholdco Ltd. (formerly known as General Atlantic Singapore Fund Interholdco Ltd.), a Bermuda exempted company (“GAS Interholdco”);
 
(iii)
General Atlantic Partners (Bermuda) III, L.P., a Bermuda exempted limited partnership (“GAP Bermuda III”);
 
(iv)
General Atlantic Partners (Bermuda) IV, L.P., a Bermuda exempted limited partnership (“GAP Bermuda IV”);
 
(v)
General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (“GenPar Bermuda”);
 
(vi)
GAP (Bermuda) Limited, a Bermuda exempted company (“GAP (Bermuda) Limited”);
 
(vii)
General Atlantic LLC, a Delaware limited liability company (“GA LLC”);
 
(viii)
GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”);
 
(ix)
GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”);
 
(x)
GAP Coinvestments V, LLC, a Delaware limited liability company (“GAPCO V”); and
 
(xi)
GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”).

Each of the foregoing is referred to as a Reporting Person and collectively as the “Reporting Persons.” GAP Bermuda III, GAP Bermuda IV, GAPCO III, GAPCO IV, GAPCO V and GAPCO CDA are collectively referred to as the “GA Funds”.

The principal address of each of the Reporting Persons (other than GASF) is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The principal address of GASF is Asia Square Tower 1, 8 Marina View, #41-04, Singapore 018960.

Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.


CUSIP No. 836034108
 
SCHEDULE 13D
Page 14 of 18
 
The majority shareholder of GASF is GAS Interholdco. The members of GAS Interholdco that share beneficial ownership of the ADSs held of record by GASF are the GA Funds. The general partner of GAP Bermuda III and GAP Bermuda IV is GenPar Bermuda, and the general partner of GenPar Bermuda is GAP (Bermuda) Limited. GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. There are eight members of the management committee of GA LLC (the “GA Management Committee”) as of the date hereof. The members of the GA Management Committee are also the members of the management committee of GAP (Bermuda) Limited. Each of the members of the GA Management Committee disclaims ownership of the ADSs except to the extent he or she has a pecuniary interest therein. The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference. The present principal occupation or employment of each of the members of the GA Management Committee is as a managing director of GA LLC. The present principal occupation or employment of each of the directors of GASF and GAS Interholdco is set forth on Schedule A.

(d)-(e) None of the Reporting Persons and none of the individuals listed on Schedule A have, 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 and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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

Item 3 is amended by adding the following:

This Statement is not being made as a result of any particular acquisition or disposition of ADSs by the Reporting Persons.

The description of the Proposal (as defined below) under Item 4 is incorporated herein by reference in their entirety.

Item 4.    Purpose of Transaction.

Item 4 is hereby amended and replaced with the following:

The Reporting Persons acquired the ADSs reported herein between June 10, 2016 and December 6, 2019 for investment purposes. The Reporting Persons expect that they will, from time to time, review their investment position in the ADSs or the Company and may, depending on the Company’s performance and other market conditions, increase or decrease their investment position in the ADSs or the Class A Ordinary Shares. The Reporting Persons have discussed the possibility of attaining representation on the board of directors of the Company with the Company's management; however, no decisions with respect to such discussion have been made as of the date of this Statement. The Reporting Persons may, from time to time, and subject to the agreement disclosed in this Item 4 and Item 6 below, make additional purchases of ADSs or Class A Ordinary Shares either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the Company’s business, prospects and financial condition, the market for the ADSs or the Class A Ordinary Shares, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors.  Depending upon the factors noted above, the Reporting Persons may also decide, subject to the agreement disclosed in this Item 4 and Item 6 below, to hold or dispose of all or part of their investments in the ADSs or Class A Ordinary Shares and/or enter into derivative transactions with institutional counterparties with respect to the Company’s securities, including the ADSs or Class A Ordinary Shares.

On November 30, 2020, GASF delivered a preliminary non-binding proposal letter to the Company (the “Proposal”) expressing its interest in acquiring all of the outstanding ordinary shares of the Company, including Class A Ordinary Shares represented by ADSs, for US$1.468 in cash per Class A Ordinary Share or Class B Ordinary Shares, or US$14.68 in cash per ADS (in each case other than those ADSs and ordinary shares already beneficially owned by the Reporting Persons) (the “Proposed Transaction”). Neither the Company nor GASF 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. A copy of the Proposal is attached hereto as Exhibit 99.2, and incorporated by reference herein in its entirety.

If the Proposed Transaction is completed, the Company’s ADSs will be delisted from the New York Stock Exchange, and the Company’s obligation to file periodic reports under the Exchange Act will terminate.  In addition, the consummation of the Proposed Transaction could result in one or more of the actions specified in Item 4(a)-(j) of Schedule 13D, including the acquisition or disposition of securities of the Company, a merger or other extraordinary transaction involving the Company, a change to the board of directors of the Company (as the surviving company in the merger), and a change in the Company’s memorandum and articles of association to reflect that the Company would become a privately held company.

Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.

Item 5.    Interest in Securities of the Issuer.

Item 5 is hereby amended and replaced with the following:
(a) The percentages used herein are calculated based upon 65,715,527 Class A Ordinary Shares issued and outstanding as of September 30, 2020, as reported in the Company’s Announcement of Third Quarter 2020 Unaudited Financial Results, filed as an exhibit to Form 6-K with the U.S. Securities and Exchange Commission on November 16, 2020.

As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 1,110,644 ADSs representing 11,106,440 underlying Class A Ordinary Shares, or approximately 16.9% of the Company’s issued and outstanding Class A Ordinary Shares.
CUSIP No. 836034108
 
SCHEDULE 13D
Page 15 of 18
 
By virtue of the fact that (i) GAS Interholdco owns a majority of GASF’s voting shares, (ii) the GA Funds contributed the capital to GAS Interholdco to fund GASF’s purchases of the ADSs and may direct GAS Interholdco with respect to its shares of GASF, (iii) GAP (Bermuda) Limited is the general partner of GenPar Bermuda and GenPar Bermuda is the general partner of GAP Bermuda III and GAP Bermuda IV, (iv) GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and is the general partner of GAPCO CDA and (v) the members of the GA Management Committee control the investment decisions of GAP (Bermuda) Limited and GA LLC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the ADSs owned of record by GASF. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own an aggregate of 1,110,644 ADSs, representing 11,106,440 Class A Ordinary Shares, calculated on the basis of the number of Class A Ordinary Shares that may be acquired by the Reporting Persons within 60 days, or approximately 16.9% of the Company’s issued and outstanding Class A Ordinary Shares.

(b) Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the 11,106,440 Class A Ordinary Shares that may be deemed to be beneficially owned by each of them.

(c) To the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the Class A Ordinary Shares during the past 60 days.

(d) No person other than the persons listed 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, any securities owned by any member of the group.

(e) Not applicable.

CUSIP No. 836034108
 
SCHEDULE 13D
Page 16 of 18
 
Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

Item 6 is hereby amended and replaced with the following:

The information disclosed under Item 4 above is hereby incorporated by reference into this Item 6.

Please see Item 5(a), which is hereby incorporated by reference. The GA Funds and the members of the GA Management Committee may, from time to time, consult among themselves and coordinate the voting and disposition of ADSs held of record by GASF as well as such other action taken on behalf of the Reporting Persons with respect to the ADSs held by the Reporting Persons as they deem to be in the collective interest of the Reporting Persons.

The Reporting Persons entered into a Joint Filing Agreement on July 18, 2016 (the “Joint Filing Agreement”), pursuant to which they have agreed to file this Statement 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 99.1.

On November 30, 2020, GASF delivered to the Company the Proposal described in Item 4 of this Statement, and which is attached hereto as Exhibit 99.2.

Except as described above or elsewhere in this Statement 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.

Exhibit 99.1:
Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act (previously filed).
   
Exhibit 99.2:
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 17 of 18
 
SIGNATURES
 
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.
 
Dated:  November 30, 2020

 
GENERAL ATLANTIC SINGAPORE FUND PTE. LTD.
 
 
 
 
 
 
 
By:
/s/ Ong Yu Huat
 
 
 
Name:
Ong Yu Huat
 
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
 
 
 
GENERAL ATLANTIC SINGAPORE INTERHOLDCO LTD.
 
 
 
 
 
 
 
By:
/s/ Michael Gosk
 
 
 
Name:
Michael Gosk
 
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
 
 
 
GENERAL ATLANTIC PARTNERS (BERMUDA) III, L.P.
 
 
 
By:
General Atlantic GenPar (Bermuda), L.P., its General Partner
 
 
By: 
GAP (Bermuda) Limited, its General Partner 
 
 
 
 
 
 
 
By:
/s/ Michael Gosk
 
 
 
Name:
Michael Gosk
 
 
 
Title:
Managing Director
 
 
 
GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P.
 
 
 
By:
General Atlantic GenPar (Bermuda), L.P., its General Partner
 
 
By: 
GAP (Bermuda) Limited, its General Partner 
 
 
 
 
 
 
 
By:
/s/ Michael Gosk
 
 
 
Name:
Michael Gosk
 
 
 
Title:
Managing Director
 

 
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
 
 
 
 
 
 
 
By:
GAP (Bermuda) Limited, its General Partner
 
 
 
 
 
 
 
By:
/s/ Michael Gosk
 
 
 
Name:
Michael Gosk
 
 
 
Title:
Managing Director
 
 
 
 
 
 
 
 
 
 
 
 
GAP (BERMUDA) LIMITED
 
 
 
 
 
 
 
By:
/s/ Michael Gosk
 
 
 
Name:
Michael Gosk
 
 
 
Title:
Managing Director
 
 
 
 
 
 
 
 
 
 
 
 
GENERAL ATLANTIC LLC
 
 
 
 
 
 
 
By:
/s/ Michael Gosk
 
 
 
Name:
Michael Gosk
 
 
 
Title:
Managing Director
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 18 of 18
 

 
GAP COINVESTMENTS III, LLC
 
 
 
 
 
 
 
By:
General Atlantic LLC, its Managing Member
 
 
 
 
 
 
 
By:
/s/ Michael Gosk
 
 
 
Name:
Michael Gosk
 
 
 
Title:
Managing Director
 
 
 
 
 
 
 
 
 
 
 
 
GAP COINVESTMENTS IV, LLC
 
 
 
 
 
 
 
By:
General Atlantic LLC, its Managing Member
 
 
 
 
 
 
 
By:
/s/ Michael Gosk
 
 
 
Name:
Michael Gosk
 
 
 
Title:
Managing Director
 
 
 
 
 
 
 
 
 
 
 
 
GAP COINVESTMENTS V, LLC
 
 
 
 
 
 
 
By:
General Atlantic LLC, its Managing Member
 
 
 
 
 
 
 
By:
/s/ Michael Gosk
 
 
 
Name:
Michael Gosk
 
 
 
Title:
Managing Director
 
 
 
 
 
 
 
 
 
 
 
 
GAP COINVESTMENTS CDA, L.P.
 
 
 
 
 
By:
General Atlantic LLC., its General Partner
 
 
 
 
 
 
 
By:
/s/ Michael Gosk
 
 
 
Name:
Michael Gosk
 
 
 
Title:
Managing Director
 
 
SCHEDULE A

Members of the GA Management Committee
(as of the date hereof) 

Name
Business Address
Citizenship
William E. Ford
(Chief Executive Officer)
55 East 52nd Street
33rd Floor
New York, New York 10055
United States
Gabriel Caillaux
23 Savile Row
London W1S 2ET
United Kingdom
France
Andrew Crawford
55 East 52nd Street
33rd Floor
New York, New York 10055
United States
Martin Escobari
55 East 52nd Street
33rd Floor
New York, New York 10055
Bolivia and Brazil
Anton J. Levy
55 East 52nd Street
33rd Floor
New York, New York 10055
United States
Sandeep Naik
Level 19, Birla Aurora
Dr. Annie Besant Road
Worli, Mumbai 400 030
India
United States
Graves Tompkins
55 East 52nd Street
33rd Floor
New York, New York 10055
United States
Robbert Vorhoff
55 East 52nd Street
33rd Floor
New York, New York 10055
United States

Directors of General Atlantic Singapore Fund Pte. Ltd.
(as of the date hereof)

Name
Business Address
Citizenship
Principal Occupation or Employment
Ong Yu Huat
Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
Malaysia
Director of General Atlantic Singapore Fund Management Pte. Ltd.
Izkandar Bloy
Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
Malaysia
Director of General Atlantic Singapore Fund Management Pte. Ltd.

 

Directors of General Atlantic Singapore Interholdco Ltd.
(as of the date hereof)

Name
Business Address
Citizenship
Principal Occupation or Employment
J. Frank Brown
55 East 52nd Street
33rd Floor
New York, New York  10055
United States
Managing Director of GA LLC
Michael Gosk
55 East 52nd Street
33rd Floor
New York, New York 10055
United States
Managing Director of GA LLC
Christopher G. Lanning
55 East 52nd Street
33rd Floor
New York, New York  10055
United States
Managing Director of GA LLC